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25. NON-WAIVER OF TERMS AND CONDITIONS. None of the terms and conditions of this
contract shall be considered waived by the City. There shall be no waiver of any past or future
default, breach, or modification of any of the terms and conditions of the contract mnless expressly
stipulated to by the City in a written waiver.

26. 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.

27, PROHIBITED INTERESTS, Service Provider shall not allow any officer or employee of the
City to have any indirect or direct interest in this contract or the proceeds of this contract. Service
Provider warrants that no officer or employee of the City has any direct or indirect interest, whether
contractual, non-contractual, financial or otherwise, in this contract or in che business of Service
Provider. If any such interest comes to the attention of Service Provider at any time, a full and
complete disclosure of the interest shall be immediately made in writing to the City. Service
Provider 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. Service Provider further warrants thet no person
having such an interest shal! be employed in the performance of this contract. If City determines
that a conflict exists and was not disclosed to the City, it may terminate the contract at will or for
cause in accordance with paragraph 8,

In the event Service Provider (or any of its officers, partners, principals, or employees acting with
its auihority) is convicted of a crime involving a public official arising out or in connection with
the procurement of work to be done or payments io be made under this contract, City may terminate
the contract at will or for cause in accordance with paragraph 8. Upon termination, Service
Provider shall refund to the City any profits realized under this contract, and Service Provider shall
be liable to the City for any costs incurred by the City in completing the work described in this
contract. At the discretion of the City, these sanctions shall also be applicable to any such
conviction obtained after the expiration or completion of the contract.

Service Provider warrants that no gratuities (including, but not limited io, entertainment or gifts)
were otfered or given by Service Provider to any officer or employee of the City 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 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 consirued as a waiver
of any other rights or remedies available to the City under this contract or at law.

28. THIRD PARTY INTERESTS AND LIABILITIES. The City and Service Provider, 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 and Service
Provider.

29, 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.

GC #2 0f 13

30. 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 aifect 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
ihe invalidity or unenforceability.

31. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT. This contract constitutes the
entire contract between the City and Service Provider. The parties shali 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.

32. CHOICE OF LAW AND VENUE. This contract shall be governed exclusively by the laws of

the State of New Hampshire and any litigation shall be brought in a court located in the Staite of
New Hampshire.

GC 13 of 13

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EXHIBIT B

EXHIBIT TO CONTRACT FOR PROFESSIONAL SERVICES
BETWEEN
VANASSE HANGEN BRUSTLIN, ENC...
AND
THE CITY OF NASHUA, NEW HAMPSHIRE
DOWNTOWN RIVERFRONT PROJECT

November 3, 2019

This Exhibit includes details of the services io be performed, timing of the services, and
compensation. This is an exhibit to the City's standard Contract for Professional Services which
includes the City’s General Conditions for Contracts, which are the general terms of the
engagement between the City of Nashua and Vanasse Hangen Brusttin, Inc. (VHB).

PROJECT DESCRIPTION

The Scope of Services for this Agreement consists of the data collection, design, engineering and
environmental documentation for planned improvements surrounding a downtown section of the
Nashua River in Nashua, New Hampshire as described in the sections that follow, The project
boundaries along the Nashua River are approximately from the Broad Street Parkway eastward to
Main Street, and right-of-way survey will extend further east of Main Street.

SCOPE OF SERVICES

The following represents VHB's proposed scope of services for the above project. The scape of
work initially only includes the following phase:

® Phase 1 - Conceptual Design and Estimates

The Phases 2 and 3 scope of work for the Schematic Design (Preliminary Plans) and Design
Development (Final Plans) phases will be added by contract amendment at a later date. The
overall project includes a variety of components and the preliminary and final design and
permitting should be defined with greater certainty following completion of the concepiuai
design phase. It is anticipated that the overall project will be broken into sub-project areas that

may proceed under differing schedules because of factors such as property impacts, permitting,
complexity and funding.

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PHASE 1 - CONCEPTUAL DESIGN AND ESTIMATES

The conceptual design phase will include project initiation, data gathering, confirmation and
refinement of the findings and recommendations in the Riverfront Plan. This phase will also
include a variety of due diligence tasks that will help shape the schematic designs (preliminary
plans) in Phase 2, Phase 1 will include developing conceptual cost estimates to determine
whether the proposed improvements fall within a reasonable range of the available funding.
The following tasks will be included in the Phase 1 scope of work.

Estimated Duration: 20 weeks

Li Project Initiation & Desiqn Criteria

VHB will organize a project initiation meeting with City start, invited officials and TIF Board
members, and key representatives from the various disciplines of the design team. This meeting
will serve to acquaint, or reacquaint, all parties, confirm communication protocols, discuss
schedule and near-term milestones, and to essentially kick off the first phase of design. VHB will
hold subsequent internal kickoff meetings, working meetings and site reviews with VHB siatt
and subconsultants to advance this phase in a coordinated fashion.

Another important early action will be draiting design criteria for all aspecis of the conceptual
design for City approval.

Estimated Duration: 2? weeks
1.2 Property and Topocraphic Surveys

This task will consist of boundary survey and existing conditions survey including base pian
production. This work will be performed by VHB’s subconsultant rayner/Swanson, Inc. (HSI)

LAL Standard Boundary Survey

HSI shail perform a “Standard Boundary Survey” Urban classification of the 17 praperties
located adjacent to the Nashua River between Broad Street and Main Street. The City also
identified 10 additional properties that will be surveyed east of Main Street. Those parcels
are outside the-existing TIF district but an extension of the riverfront improvements east of
Main Street is reasonably foreseeable and the City feels ft is prudent to conduct the
additional boundary survey in that area now. Those parcels are therefore included with this
scope of work and associated fee,

HSI will utilize historic data, where possible, to compile the previous surveys with the current
surveys necessary under the Contract. The survey shall include the Tollowing:
1. Tile research at the Hillsborough County of Deeds,

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é. Control survey locating the monuments and historic control to tie the praperiies
together,

3. Location of monumentation necessary to determine the boundary lines.

4. Right of Way research at the City Clerk's and Engineer's officas necessary in
determining the right of way limits of roads within and acijacent to the project limits.

. Boundary analysis and determinations by HSI's licensed land surveyor.

6. Computations and compilations of the su rvey data.

1.2.2 Existing Conditions Survey and Plan

A. HSI shall perform 2 Topographic Existing Conditions survey of portions of properties
between Broad Street Parkway and Main Street as outlined in Exhibit B.1 attached. The
survey includes approximately 9 acres and 5,000 LF of road and river bank locations. The

survey shail include the following:

i. Location and elevation of existing structures.

2. Elevations, locations, size of existing sewerage and drainage utilities within the survey
area,

3. Location of existing utilities dwell, gas, telephone and electric),

4. Location of edge of pavement of abutting streets.

3. Location of existing features free lines, signs, walls, etc.)

6. Location of wetiand flagging provided by VHB wetland scientists.

B. Upon completion of the survey HSI shall prepare i"=40' scale base map for use for
design of the proposed riverfront improvements by other project team members,

These tasks assume adequate monumeniation exists on or near the property to make an
accurate boundary determination. if adequate monumentation does not exist, additional
research and field work may be necessary. VHB will contact the City prior to HSI performing any
additional work to discuss the costs associated with any additional work and a mutually agreed
upon Contract Amendment shall be executed prior to continuation of the work.

Note that in order to perform their work, HSI staff may need to access abutting properties.
Although HSI will make every effort to locate the potential encroachments and boundary
monuments without trespassing on abutting properties, it is advised that the City obtain verbal
or written permission for temporary access oy the field crews. If physical access is necessary, but
denied by the abutters, then the City may want to seek legal advice on how to proceed.

DELIVERABLES

HSI's New Hampshire Licensed Land Surveyor shall sign and stamp the final plans and mail up to
six (6} prints to the City and project team. In addition, HST will provide an AutoCad drawing file
with the associated survey data for use by the design tearm and the City,

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In the event additional topographic and/or bathymeiric survey requirements are identified as
design development proceeds, they will be addressed in subsequent contract amendments.

Lead Consultant: HSI
Support from: VHB, Halvorson
Duration: Phased over 14 weeks

L3 Environmental Documentation

During this conceptual phase VHB will supplement the high-level, GIS-based environmental
resource data gathering that was completed for the Riverfront Plan with detailed documentation
and delineation. VHB wetland scientists will complete the required resource delineation and
documentation along the shoreland for survey by HSE Environmental resource and constraint
information will be supplemented using a combination of database research and
communication with local, state, and federal agencies. VHB will also review all relevant
documentation that the City may have com piled from the private developments that surround
the riverfront.

lead Consultant: VHB

Support jrom: Halvorson
Estimated Duration: 3 weeks, pending ensuing winter conditions

LA Conceptual Desian

VHB will work closely with Halvorson and H.L. Turner ta develop conceptual design plans that
include more detail than the schematics and illustrations that were in the Riverfront Plan. We
expect that the plans will initially be shown on ortho photos amended with available GIS
information and the City’s 2-foat contours since ground survey will be ongoing during the sarly
conceptual design phase. VHB and Halvorson will transition to using the ground survey
information as it becomes available from HSI.

As the design progresses the design team will be mindful of the “Six Big ideas" that were
defined during the Riverfront Plan: Connectivity, Environmental Stewardship, Access io the River,
Recreation and Green Space, Fload Resiliency and Economic Development.

Early during the conceptual design phase, the project team will complete due diligence efforts
to better understand all relevant constraints and opportunities within the project limits. The
project team will also vet design alternatives during this phase with input from the City, other
stakeholders and the public as appropriate. Deliverables during this phase will include sketch
plans and design graphics of sufficient detail to convey the intended improvements, The design
team will also develop approximately eight (8) 3D renderings of specific project features to
ilustrate the envisioned improvements to the public and other stakeholders.

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Foliowing are descriptions of the various project components as they are currently understood
along with proposed rcles and responsibilities of the applicable design team members for each
component. The below map provides a key to each of the primary numbered project
components. — Estirnated Duration: 16 weeks

1.4.4 - New Access at Factory St. Extension:

Task: Define the accessible route from Clock Tower Place to Factory Street Extension, This
may require ramps and/or creative use of the available space io satisfy ADA requirements.

Product: Provider up to two (2) design alternatives including ptans, profiles, and sections as
appropriate to define the proposed improvernents and to illustrate proposed grading.

Lead Project Team Consultant) VHB
support from: HSI, Halvorson

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1.4.2 - Existing ADA Ramp and Cotton Transfer Pedestrian Bridge:

Task: The project includes no significant changes to the existing south side ramp and ped
bridge. Elements that may be included in this existing project facility include lighting and
signage. Lumen Design Studio has alreacly included the Cotton Transfer Bridge in their
existing contract with the City and minimal additional effort is required during Phase 1 of
this project. -

Lead Consultant: VHB

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Support from: Halverson, Lumen Design Studio, Fitzemeyer & Tocci

1.4.3 - Redesign of Factory St Extension:

This area will include modifications to the existing Factory St Extension to better
accommodate pedestrians and bicyclists, but to cantinue to provide access for emergency
vehicles and maintenance operations, The improvements are expected to include lighting,
signage, street furniture and possibly new pedestrian railings and river's ecige
enhancements. Care will be taken to maintain some trees and protect ihe stability of the
existing walls. The design team will also evaluate replacing existing roadway paving with
new materials that would reinforce the design aesthetic of the Riverwalk System and
potentially allow stormwater infiltration. The design may include an over-water section of
path to preserve parking in the vicinity of Perk de la Renaissance, The existing building in
the vicinity of the Cotton Transfer Bridge may also be repurposed for activities such as
boat rentals, or possibly removed.

The work in this segment will include close coordination with the property owner.

Product: Provide up to two (2) design alternatives including plans, profiles, critical sections,
and precedent images as appropriate to define the proposed improvements,

Lead Consuliant VHB
Support from: Halvorson

1.4.4 - Redesign Parking Lot + Renaissance Parte:

The conceptual design efforts in this area will include further development to test the
concept ideas in the Riverfront Plan. The design may include filling lands adjacent to
Water Street to create an amphitheater, new pathways, revised parking, waterfront plazas
and landscape enhancements that include planting, hardscape, street furnishings and
lighting. This area may also be explored for potential flood mitigation (excavation) and a
cantilevered overlook that would take advantage of the prominent riverfront location.

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Halvorson may also consider water features (fountain) for further design by specialty
consultants by amendment.

Product: Prepare up to three (3) design alternatives including plans, profiles, critical sections,
and precedent images as appropriate to define the proposed improvements,

Lead Consultant: Halvorson
Support from: VHB, HLT

1.4.5 - New Cantilevared Boardwalk & Ramp:

This important sub area includes the exploration of a new cantilevered ramp that would
connect the lower Renaissance Park to the upper level Main Street anc park. The
expectation is that the boardwalk structure would be similar to the existing cantilevered
boardwalk at the Peddler’s Daughter building. This may include a ramp and/or a stair
system to account for the grace change. If determined feasible, this element would be
advanced through design. If determined infeasible, this element would be removed and
possibly supplemented by sidewalk enhancements that connect Renaissance Park via
Water Street to Main Street,

Due diligence siforts by HL Turner during this phase will include interior building
inspections to determine the potential for attaching the cantilevered boardwalk to the
building.

Product: Plans and sections and precedent images as appropriate to define the proposed
improvements.

Lead Consultant: HL Turner

Support from: VHB, Halvorson, Lumen Design Studio, Fiizemeyer & Tocci

1.4.6 - Renovation to Bicentennial Parl:

Renovations to this small park adjacent to Main Street may include u pdates that refresh
the streetscape materials and furnishings to tie together the aesthetics of the Riverfront
design with the Park. There may be opportunities to update how public art is displayed in
the park and lighting and ADA modifications may also be appropriate. The work does not
include modifications to the existing railings or retaining walls other than modifications
that may be pari of the cantilevered boardwalk in area 5 above.

Product: Provide two (2) design alternative including plans, sections, sketches and precedent
images as appropriate to define the proposed improvements.

Lead Consultant: Halvorson
Support from: Lumen Design Studio, Fitzemeyer 8 Tocci, VHB

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1.4.7 - New Cantilevered Boardwalk:

This important sub area includes the exploration of a new cantilevered boardwalk that
would connect Main Street to the existing trail in area 9. The expectation is that the
boardwalk structure would be similar to the existing cantilevered boardwalk at the
Peddler’s Daughter building, If determined feasible, this element would be advanced
through design. if determined infeasible, this elament would be removed and possibly
replaced by pecesitrian enhancements in sub-area 8.

Due diligence efforts by HL Turner during this first phase will include interior and exterior
building inspections to determine the potential for attaching the cantilevered boardwalk to
the building.

Product: Plans, sections, sketches and precedent images as appropriate to define the
proposed improvements.

Lead Consultant: HL Turner
Support from: Halvorson, VHB, Lumen Design Studio, Fitzemeyer & Tocci

1.4.8 - Mulipurpese Path adjacent to Railroad

The potential to introduce a multipurpose path area adjacent to the existing Railroad to
provide a formal multimodal connection to Main Street by Riverside Barbeque Company
will be studied in this sub-area if it appears thet the cantilevered boardwalk in the above
section will not be feasible. This stucly will explore an accessible route from Main Street,
paralleling the tracks heading east towards the parking lot and existing trail. This would
likely involve redefining the paved surfaces to clearly demarcate the multiuse path apart
irom the railroad track, relying on obtaining rights to do so. If determined io be feasible,
this would be advanced through design development only if it is determined that the
cantilevered boardwaik alternative is not feasible.

Product: Provide plans, typical crass sections, and sketches as appropriate to define the
proposed improvernenis.

Lead Consultant: VHB
Support from: Halvorson