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17.

18.

19.

handicapped individuals without discrimination based upon physical or mental handicap
in all employment practices, including but not limited to the following: employment,
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 Engineer'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 Engineer 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 Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer
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 Engineer agrees, if applicable, to insert these provisions in all subcontracts,
except for subcontracts for standard commercial supplies or raw materials. Any violation
of any applicable provision by Professional Engineer shall constitute a material breach 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.

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

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly
agrees that all documents ever submitted, filed, or deposited with the City of Nashua by
Professional Engineer (including those remitted to the City of Nashua by Professional
Engineer 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 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.

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

GC 10 of 13

22.

23.

24.

25.

26.

Professional Engineer 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, Professional
Engineer 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 Engineer in writing that the
whole of the work was completed on the date indicated in the notice or provide Professional
Engineer with a written list of work not completed. With respect to work listed by the City
of Nashua as incomplete, Professional Engineer 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 Engineer 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 Engineer 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 Engineer 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 Engineer 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 Engineer. If any such interest
comes to the attention of Professional Engineer at any time, a full and complete disclosure
of the interest shall be immediately made in writing to the City of Nashua. Professional
Engineer 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
Engineer 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

GC 11 of 13

27.

28.

29.

30.

not disclosed to the City of Nashua, it may terminate the contract at will or for cause in
accordance with paragraph 8.

In the event Professional Engineer (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 Engineer shall refund to the City of Nashua
any profits realized under this contract, and Professional Engineer shall 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 Engineer warrants that no gratuities (including, but not limited to,
entertainment or gifts) were offered or given by Professional Engineer 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
Engineer, 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 Engineer.

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 Engineer. 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,

GC 12 of 13

31.

or modifications of any 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 Southern
Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 13 of 13

EXHIBIT B

Hoy le Tanner

OVIC, tal) Inc.

“TASK ORDER #1

Structural Investigations
Nashua, New Hampshire
April 19, 2021

SCOPE OF SERVICES

Structural Investigations

This proposed Task Order will be to perform field observations, provide a brief assessment
letter report of findings, recommendations and maintenance needs of all 16 City-owned
pedestrian bridges and a retaining wall along Franklin Street (east of Front Street).

This Task Order will be completed under our Agreement with the City of Nashua, New
Hampshire, entitled “Miscellaneous On-Call Civil Engineering Services”.

Task 1: Refer to detailed scope and fee description and assumptions per attached
Exhibit A.

PROPOSED FEES

We propose to provide the services described in the task order on lump sum basis using our
standard billing rate schedule included in our contract.

The initial fee for Proposed Task Order #1 — Structural Investigations is $14,251.

HOYLE, ff INC. CITY OF NASHUA, NEW HAMPSHIRE
‘Sefior Vice président a

DATE:_April 19, 2021 DATE:__ May 7, 2021

K:\Marketing\Marketing By Town or Client\Nashua_NH\City On-Call Task Order Contract\Task #1 - Structural Investigations\O0-Contract\Proposal Documents\Task Order
#1.docx

TASK ORDER #1
EXHIBIT A
SCOPE OF SERVICES, SUBMITTALS, COMPENSATION, SCHEDULE
SCOPE OF SERVICES

Project Description

The City of Nashua has engaged Hoyle, Tanner to perform field observations, provide a brief assessment
letter report of findings, recommendations and maintenance needs of all 16 City-owned pedestrian
bridges and a retaining wall along Franklin Street (east of Front Street).

Hoyle, Tanner’s specific services are outlined below:

Data Collection, Field Investigations and Letter Report Phase

Consultant shall:

I-1.

Obtain and review existing data (plans, reports, etc.) from Client files. Conduct internal kick-off
meeting.

Perform a site visit to each City-owned pedestrian bridge (16 total) and a retaining wall along
Franklin Street (east of Front Street) to observe the overall condition of the structures and obtain
existing data (site constraints & features, field measurements, photography, etc.).

Process, organize, and review field notes, photographs, and bridge data. Draft assessment letter
report for each structure and develop recommendation and maintenance needs and submit to
City for review and comment.

Attend one virtual meeting with the Client to review the draft assessment letter report.

Finalize the assessment letter report for submission to the Client.

Prepare a Project Specific Quality Assurance Plan for the project in accordance with Hoyle,
Tanner’s Quality Control Plan.

Provide overall project management including scheduling, client coordination and allocation of
resources.

Assumptions

A-1.

A-2.

Inspection of the structures will be visual only and limited to easily accessible areas. No specialized
equipment such as scaffolding, boats, inspection trucks, etc., will be required. Inspection will be
limited to structural components readily accessible from land by use of ladders. It is assumed that
the underside of the pedestrian bridge structures will be accessible for observation. Should access
to the bridge be impeded due to construction activities or other unforeseen conditions, the
proposed schedule outlined herein may require adjustment.

The pedestrian bridges will remain open to traffic during the inspection.

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Scope.docx

A-3.

A-4.

A-7.

A-9.

Underwater inspection of the accessible portions of the abutments will not be necessary.

The structures to be reviewed are limited to the following structures:

e Andrews bridge behind soccer fields
e Anniversary park

e =Boardwalk

e Central Street Bridge

e East Mill Pond Bridge

e East Pond Overlook

e = Field Grove

e High School South Pedestrian Bridge
e = Lincoln park

e Overlook nearest 7th St

e Seventh Street

e Spine Road

e §=Stellos

e Testa bridge

e West Mill Pond Bridge

e Whipple St Elliot A Carter bridge

e =Retaining wall along Franklin Street (east of Front Street)

Recommended maintenance, rehabilitation or replacement activities will be based on current
environmental regulations and guidelines.

Excluded from this project are the following services, but not limited to: structural analysis,
subsurface investigation, preparation of design drawings/plans, contract documents and/or
specifications; bid phase services; permitting; and construction phase engineering services.

Field topographic survey and/or creation of existing condition base plans is not required and will
not be performed. Hand sketches will be prepared during site visits to the bridges, as necessary,
to document measurements and observations.

Hydrologic and/or hydraulic analyses of the bridges will not be performed. Recommendations
for span length of replacement structures over water (if replacement is recommended) will be
based on environmental permitting requirements, the estimated bankfull width of the
waterbody, and Hoyle, Tanner’s experience with similar projects.

The final assessment letter report will be emailed to the Client if pdf format.

Project Specific Client Responsibilities

CR-1.

Provide Hoyle, Tanner with available information for each structure such as plans, reports, and
maintenance or repair records.

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Scope.docx

SUBMITTALS

e Submit one electronic copy of the assessment letter report.

COMPENSATION
Lump Sum Method of Payment
Data Collection, Field Investigations and Letter Report $ 14,251.00 Lump Sum
Phase
Total Compensation S 14,251.00 Lump Sum

Consultant shall notify Client if the scope of services changes to the extent that the compensation needs
to be adjusted and, if needed, negotiate an appropriate fee adjustment with Client.

Lump sum amounts include compensation for the Consultant’s services and the services of the
Consultant’s subconsultants unless subconsultant fees are specifically identified as separate.

Reimbursable expenses such as transportation are included in the lump sum amounts unless specifically
estimated and identified as separate compensation.

Consultant shall bill Client based on the Consultant’s estimate of the percentage of the services completed
during the billing period.

SCHEDULE

Consultant shall perform the services indicated in Exhibit B in conformance with the following:

Data Collection, Field Investigations and Letter Report Phase 4 Weeks*

* From the date of Acceptance

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Scope.docx

BILLING RATE ESTIMATE

MISCELLANEOUS ON-CALL CIVIL ENGINEERING SERVICES
#: TASK #1 - STRUCTURAL INVESTIGATIONS

DATE: APRIL 2021

TASK DESCRIPTIONS

1. AIN & REVIEW
L2.

|-3. FIELD

l-4. REVIEW

1-5. FINALIZE

6.

L-?.

REIMBURSABLE EXPENSES:
TRAVEL- MILEAGE, ETC.
POSTAGE & COMMUNICATION
PRINTING
LODGING AND MEALS
CONSUMABLES
TESTING EQUIPMENT RENTAL,

AL:

TANTS:
(SUBCONSULTANT)
(SUBCONSULTANT)
(SUBCONSULTANT)
(SUBCONSULTANT)
(SUBCONSULTANT)

AL:

Tanner &

NOT USED
$0.00

PROJECT
MANAGER II
$173.00

DISCIPLINE
LEAD
$175.00

DATA COLLECTION, FIELD INVESTIGATIONS AND LETTER REPORT PHASE

NOT USED

$0.00 $0.00

150 Dow Street

Town or ClientNashua.

HOURS BY BILLING RATE CLASSIFICATION

$0.00 $0.00

Manchester, New

$0.00

ENGINEER

NOT USED | NOT USED | NOT USED | NOT USED l

$95.00

03101 - 1227

On-Call Task Order Contract\Task #1 - Structural

NOT USED
$0.00

Str

Cale. By:
Check By:

TOTAL

TOTAL BILLING
PROJECT

ASSISTANT II

$95.00

NOT USED
$0.00

NOT USED
$0.00

HOURS RATE

cosTs

TOTAL BILLING RATE COSTS $14,096

SUBCONSULTANTS:
includes admin. Fee of 0%

SUBTOTAL BILLING RATE COSTS, SUBCONSULTANTS:

REIMBURSABLE EXPENSES:
includes admin. fee of 0 55

TOTAL: $14,251

Revised