Agenda

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

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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.

20. DISPOSITION OF CONTRACT MATERIALS Any books, reports, studies, photographs,

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upgrading, demotion, transfer, recruitment, advertising, layoff, termination, rates of pay,
or other forms of compensation and selection for training, including apprenticeship.

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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 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.

*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.

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necessary, make an adjustment in the compensation paid to Professional Engineer such that
Professional Engineer receives total compensation in the same amount as it would have
received in the event of a termination-at-will.

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 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.

Engineer with access to City of Nashua records in a reasonable time and manner and to
schedule items that require action by the Board of Public Works and Finance Committee
in atimely manner. The City of Nashua and Professional Engineer also agree to attend all
meetings called by the City of Nashua or Professional Engineer to discuss the work under
the Contract, and that Professional Engineer may elect to conduct and record such meetings
and shall later distribute prepared minutes of the meeting to the City of Nashua.