Agenda

32.

terms or conditions of the contract shall be valid unless reduced to writing and signed by both
parties.

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 Souther Judicial District or in
the New Hampshire 9th Circuit Court—Nashua and not elsewhere

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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.

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Report (Standard Form 334) within 30 days after the end of each fiscal quarter until the
end of the contract.

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.

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17.

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.

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> 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.

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no fault of Professional Engineer, the City of Nashua fails to pay Professional Engineer 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 Engineer shall:

1. Immediately discontinue work on the date and to the extent specified in the notice.
. Provide the City of Nashua with a list of all unperformed services.

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR DISCREPANCIES
Professional Engineer 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
Engineer. 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

taken off of the project by Professional Engineer without the prior written approval of the City of
Nashua, except in the event of termination of employment. Professional Engineer shall, if
requested to do so by the City of Nashua, remove from the job any personnel whom the City of
Nashua determines to be incompetent, dishonest, or uncooperative.