2).
22.
23.
24.
contract must be retained by 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 Consultant shall promptly remit and
deliver the materials, at Consultant's expense, to the City of Nashua. Consultant shall not use,
willingly allow or cause to have such materials used for any purpose other than the performance
of Consultant's obligations under this contract without the prior written consent of the City of
Nashua.
PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Consultant expressly agrees that all
documents ever submitted, filed, or deposited with the City of Nashua by Consultant (including
those remitted to the City of Nashua by 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 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 Consultant. The City of Nashua shall have the right to reproduce any such materials.
Consultant agrees to indemnify and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and reasonable 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 Consultant infringes any copyright or that any equipment,
material, or process (or any part thereof) specified by Consultant infringes any patent.
Consultant 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.
FINAL ACCEPTANCE Upon completion of all work under the contract, 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 Consultant in writing that the whole of the work was completed on the date indicated
in the notice or provide Consultant with a written list of work not completed. With respect to
work listed by the City of Nashua as incomplete, 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 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. 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.
GC 9 of 11
