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In the event of a termination, abandonment, or suspension at will, Professional Consultant
shall receive all amounts due and not previously paid to Professional Consultant for work
satisfactorily completed in accordance with the contract prior to the date of the notice and
compensation for work thereafter completed as specified in the notice. No amount shall be
allowed or paid for anticipated profit on unperformed services or other unperformed work.

B. TERMINATION FOR CAUSE This agreement may be terminated by the City of Nashua on
10 calendar day’s written notice to Professional Consultant in the event of a failure by
Professional Consultant 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. Professional
Consultant shall be given an opportunity for consultation with the City of Nashua prior to
the effective date of the termination. Professional Consultant may terminate the contract
on {0 calendar days written notice if, through no fault of Professional Consultant, the City
of Nashua fails to pay Professional Consultant 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, Professional Consultant shall:

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

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

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

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

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

In the event of a termination for cause, Professional Consultant shall receive all amounts
due and not previously paid to Professional Consultant 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 Professional Consultant's failure.
Professional Consultant 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
Professional Consultant until such time as the exact amount of damages due to the City of
Nashua is determined. All claims for payment by the Professional Consultant 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 Consultant 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 Professional Consultant had not so failed, the termination

GC § of 13

10.

11.

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 Professional Consultant such
that Professional Consultant receives total compensation in the same amount as it would
have received in the event of a termination-at-will.

C. 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 Professional Consultant shall cease conducting
business, the City of Nashua shall have the right to solicit applications for employment
from any employee of the Professional Consultant 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 Consultant's principals,
officers, employees, agents, subcontractors, consultants, vendors, or suppliers are
expressly recognized to be within Professional Consultant's control.

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 Consultant Representative. At all times, Professional
Consultant shall carry on the work under this contract and maintain and complete work in
accordance with the requirements of the contract or determination or direction of the City
of Nashua. If the parties are unable to resolve their dispute as described above within 30
days, if requested in writing by either the City of Nashua or the Professional Consultant
within 14 days after the 30 days described above , the parties shall attempt to resolve the
dispute by entering into structured non-binding negotiations with the assistance of a
mediator on a without prejudice basis. The mediator shall be appointed by agreement of
the parties, which agreement shall not be unreasonably withheld. If the parties cannot agree
to a mediator within 30 days or the dispute cannot be settled within a period of thirty (30)
days with the mediator, 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 extension of time, no payment,
compensation, or adjustment of any kind shall be made to Professional Consultant for
damages because of hindrances or delays in the progress of the work from any cause, and
Professional Consultant agrees to accept in full satisfaction of such hindrances and delays
any extension of time that the City of Nashua may provide.

INSURANCE Professional Consultant 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;

GC 6 of 13

12.

> $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 Consultant 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 Consultant are intended to and shall not
in any manner limit or qualify the liabilities and obligations assumed by Professional
Consultant under this contract. The City of Nashua shall not maintain any insurance on
behalf of Professional Consultant. Professional Consultant shall require Subcontractors to
carry appropriate and lawful amounts of insurance for the services they are providing.
Professional Consultant will ensure compliance with this section and shall receive valid
certificates of insurance from all Subcontractors as proof that coverage is in place..

Professional Consultant 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. Professional
Consultant 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.

>» Ifaggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Professional Consultant 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 Consultant of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Consultant 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 Consultant 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 Consultant or anyone employed, directed, or supervised by
Professional Consultant.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional
Consultant agrees to indemnify 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

GC 7 of 13

13.

14.

15.

16.

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 Consultant 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
Consultant’s indemnity 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 ensuing fiscal year sufficient
for the performance of this contract.

Nothing in this contract shall be construed to provide Professional Consultant 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 Professional Consultant 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 Professional Consultant. Professional Consultant
shall have no claim of any sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Professional Consultant'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 Consultant to submit additional information. Unless the City of Nashua, in
its sole discretion, decides otherwise, the City of Nashua shall pay Professional Consultant
in full within 30 days of approval of the submitted monthly invoice forms and progress
reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Consultant, 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 Consultant 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, Professional Consultant agrees to the following
terms. Professional Consultant 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 Consultant 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,

GC 8 of 13

17.

18.

19,

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 Consultant'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.

Professional Consultant 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 Consultant under this
contract.

In connection with the performance of work under this contract, Professional Consultant
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 Consultant agrees, if applicable, to insert these provisions in a!l subcontracts,
except for subcontracts for standard commercial supplies or raw materials. Any violation

of any applicable provision by Professional Consultant shall constitute a material breach
of the contract.

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

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Consultant
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.

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

GC 9 of 13

20.

21,

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

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

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

GC 10 of 13

22.

23.

24,

25

26.

Professional Consultant shall have the right, in order to avoid such claims or actions, to
substitute at its expense non-inftinging materials, concepts, products, or processes, or tam
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.

FINAL ACCEPTANCE Upon completion of all work under the contract, Professional
Consultant 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 Consultant in writing that
the whole of the work was completed on the date indicated in the notice or provide
Professional Consultant with a written list of work not completed. With respect to work
listed by the City of Nashua as incomplete, Professional Consultant 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 upon which the Board of
Public Works or other designated official accepts and approves the notice of completion.

TAXES Professional Consultant 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 Consultant 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.

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.

. 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.

PROHIBITED INTERESTS Professional Consultant 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 Consultant 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 Consultant. If any such
interest comes to the attention of Professional Consultant at any time, a full and complete
disclosure of the interest shall be immediately made in writing to the City of Nashua.
Professional Consultant 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
Consultant 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.

GC 11 of 13

27,

28,

29.

30.

In the event Professional Consultant (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 Consultant shall refund to
the City of Nashua any profits realized under this contract, and Professional Consultant
shali be liable to the City of Nashua for any costs incurred by the City of Nashua in
completing the work described in this contract. At the discretion of the City of Nashua,
these sanctions shall also be applicable to any such conviction obtained after the expiration
or completion of the contract.

Professional Consultant warrants that no gratuities (including, but not limited to,
entertainment or gifts) were offered or given by Professional Consultant to any officer or
employee of the City of Nashua with a view toward securing a contract or securing
favorable treatment with respect to the awarding or amending or making of any
determinations with respect to the performance of this contract. If City of Nashua
determines that such gratuities were or offered or given, it may terminate the contract at
will or for cause in accordance with paragraph 8.

The rights and remedies of this section shall in no way be considered for be construed as a
waiver of any other rights or remedies available to the City of Nashua under this contract
or at law.

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

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.

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.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the
entire contract between the City of Nashua and Professional Consultant. 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.

GC 12 of 13

31. 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

EXHIBIT B

City of Nashua, NH
American Rescue Plan Act (ARPA) Administrative, Advisory & Technical Services
Scope of Work February 24, 2022

The purpose of this Scope of Work is to identify iParametrics work and tasks as outlined below
and in accordance with the Professional Services Contract.

iParametrics shall not perform any work or service until authorized in writing from the City of
Nashua.

The following services are anticipated:

e Provide advisory services to assist the City in creating a compliant investment program
with the American Rescue Plan Act (ARPA) State and Local Fiscal Recovery Funds (SLFRF}

e Convene key stakeholders to ensure effective and transparent engagement and
identification of strategic spending priorities

® Create an ARPA Spending Framework for approval by the Board of Aldermen

e Identify and assist with other county, state and federal opportunities coming from other
American Rescue Plan Act funds

e Assist with the creation of various job aids, educational pieces, and template documents
for effective administration of ARPA Funds

e Provide training and resources to staff on best practices and the latest guidance from US
Department of Treasury

e Create a sub recipient monitoring process, as needed

* Support all reporting to the US Department of Treasury via their electronic reporting
system

e Provide regular progress reports

@ Other tasks and services necessary to provide and ensure a complaint ARPA program

The following costs are authorized. The City shall only be billed for the hours worked:

Role Rate
Project Executive 5 185.00
Subject Matter Expert 5 200.00
Project Manager S$ 168.00
Associate Project Manager $ 158.00
Senior Planner 5 142.00
Planner $ 125.00

The total budget being reserved for these services is $200,000.00.

Enclosed Please Find The iParametrics ARPA Administrative & Technical Services Response to
RFP 0359-011922 Dated January 19, 2022 for reference.