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INDEMNIFICATION Regardless of any coverage provided by any insurance, Independent
Contractor agrees to indemnify and hold harmless the City of Nashua, its agents, officials,
employees and authorized representatives and their employees from and against any and
all suits, causes of action, legal or administrative proceedings, arbitrations, claims,
demands, damages, liabilities, interest, attorney’s fees, costs and expenses of any kind or
nature in any manner caused, occasioned, or contributed to in whole or in part by reason
of any negligent act, omission, or fault or willful misconduct, whether active or passive, of
Independent Contractor or of anyone acting under its direction or control or on its behalf
in connection with or incidental to the performance of this contract. Independent
Contractor’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.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to
the City of Nashua of the necessary funds. This contract shall terminate and the City of
Nashua's obligations under it shall be extinguished at the end of any fiscal year in which
the City of Nashua fails to appropriate monies for the ensuing fiscal year sufficient for the
performance of this contract.

Nothing in this contract shall be construed to provide Independent Contractor with a right
of payment over any other entity. Any funds obligated by the City of Nashua under this
contract that are not paid to Independent Contractor shall automatically revert to the City
of Nashua’s discretionary control upon the completion, termination, or cancellation of the
agreement. The City of Nashua shall not have any obligation to re-award or to provide, in
any manner, the unexpended funds to Independent Contractor. Independent Contractor
shall have no claim of any sort to the unexpended funds.

COMPENSATION Review by the City of Nashua of Independent Contractor's submitted invoice
forms for payment will be promptly accomplished by the City of Nashua. If there is
insufficient information, the City of Nashua may require Independent Contractor to submit
additional information. Unless the City of Nashua, in its sole discretion, decides otherwise,
the City of Nashua shall pay Independent Contractor in full within 30 days of approval of
the submitted invoice forms.

COMPLIANCE WITH APPLICABLE Laws Independent Contractor, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this
contract, including, but not limited to, all federal, state, and local accounting procedures
and requirements, all immigration and naturalization laws, and the Americans With
Disabilities Act. Independent Contractor 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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NONDISCRIMINATION lf applicable or required under any federal or state law, statute,
regulation, order, or other requirement, Independent Contractor agrees to the following
terms. Independent Contractor will not discriminate against any employee or applicant for
employment because of physical or mental handicap in regard to any position for which
the employee or applicant for employment is qualified. Independent Contractor agrees to
take affirmative action to employ, advance in employment, or to otherwise treat qualified,
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, Independent Contractor's attention is directed to Title
4i”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.

Independent Contractor 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 Independent Contractor under this
contract.

In connection with the performance of work under this contract, Independent Contractor
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.

Independent Contractor 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 independent Contractor shall constitute a material breach
of the contract.

ENDORSEMENT Independent Contractor shall seal and/or stamp and sign professional
documents including drawings, plans, maps, reports, specifications, and other instruments
of service prepared by Independent Contractor or under its direction as required under
the laws of the State of New Hampshire.

ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Independent Contractor 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

GC 9 of 13

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forth in this agreement, including all incorporated Exhibits and written amendments or
modifications. Subject to the foregaing provisions, the contract inures to the benefit of,
and is binding upon, the successors and assigns of the parties.

CiTyY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Independent Contractor 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, 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 Independent Contractor 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 Independent Contractor's expense, by Independent Contractor to the City of
Nashua upon completion, termination, or cancellation of this contract. Alternatively, if the
City of Nashua provides its written approval to Independent Contractor, 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 Independent Contractor in the performance
of its obligations under this contract must be retained by Independent Contractor for a
minimum of four years after final payment is made and ail 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 Independent Contractor shall promptly remit and deliver
the materials, at Independent Contractor's expense, to the City of Nashua. Independent
Contractor shall not use, willingly allow or cause to have such materials used for any
purpose other than the performance of Independent Contractor's obligations under this
contract without the prior written consent of the City of Nashua.

PuBLic RECORDS LAW, COPYRIGHTS, AND PATENTS Independent Contractor expressly agrees that
all documents ever submitted, filed, or deposited with the City of Nashua by Independent
Contractor {including those remitted to the City of Nashua by Independent Contractor
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 Independent Contractor 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 Independent Contractor. The City of Nashua
shall have the right to reproduce any such materials.

Independent Contractor 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

GC 10 of 13

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

Independent Contractor 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.

FINALACCEPTANCE Upon completion of all work under the contract, Independent Contractor
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 Independent Contractor in writing that the
whole of the work was completed on the date indicated in the notice or provide
Independent Contractor with a written list of work not completed. With respect to work
listed by the City of Nashua as incomplete, Independent Contractor 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.

23. TAXES Independent Contractor shall pay all taxes, levies, duties, and assessments of every

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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. Independent Contractor 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.

RIGHTSAND 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 Independent Contractor 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. Independent Contractor warrants that no officer or employee of the City of
Nashua has any direct or indirect interest, whether contractual, noncontraciual, financial
or otherwise, in this contract or in the business of Independent Contractor. If any such

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interest comes to the attention of Independent Contractor at any time, a full and complete
disclosure of the interest shall be immediately made in writing to the City of Nashua.
Independent Contractor 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. Independent
Contractor 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 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 Independent Contractor (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, Independent Contractor shall refund to
the City of Nashua any profits realized under this contract, and Independent Contractor
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.

independent Contractor warrants that no gratuities (including, but not limited to,
entertainment or gifts} were offered or given by Independent Contractor 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 Independent Contractor,
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 Independent Contractor.

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

GC 12 of 13

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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 Independent Contractor. 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, 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

iL

ASSESSMENT SERVICES

PROPOSAL FOR SEWER SYSTEM FLOW MONITORING
CITY OF: NASHUA, NEB
DATE: JULY 12, 2021

NashuaWWTF

2 Sawmill Rd.
Nashua, NH 03060
Attn: Dave Boucher

PURPOSE

The City of Nashua, NH, (herein called “Client) has requested from Flow Assessment Services,
LLC, (herein called “Subconsultant”) a proposal for specialized services in the City of Nashua.
This document represents Subconsultant’s proposal to perform the requested services and
includes the following:

A listing of the services to be provided;

A detailed description of the scope of services to be provided;
A list of Client responsibilities;

A list of mutual agreements between the two parties;

An estimated time of performance of the requested services, and
A fee schedule for the requested services.

AWS whore

SCOPE OF PROFESSIONAL SERVICES TO BE PROVIDED
The specific services to be performed by the Subconsultant shall include the following:

A. The study area consists of select portions of the Nashua sanitary sewer system. The system
will be investigated for the purpose of quantifying wastewater flow.

B. The Scope of Specialized Services shall include the following items and estimated work
quantities.

Item# Description of Tasks | Estimated Quantity
1 Flow Meter Installation 4 Meters
2 | Flow Meter Operation, Maintenance, & Rental 88 Meter Months
| (4 Meters x 22 Months= 88 Meter Months) -
3 Flow Data Reduction & Presentation 88 Data Months
(4 Meters x 22 Months= 88 Data Months)

C. Continuous flow imonitoting will be perfouned tw obtain infuunalion uecessary lo accurately
analyze the monitoring tributary areas for infiltration during high groundwater periods and

for rainfall related inflow during wet weather periods. Continuous metering will be
conducted for the designated time period as directed by the Client.

The flow monitoring will be accomplished by one of the following methods:

1. The use of continuous monitoring devices incorporating a velocity sensor combined with
a depth sensor, or

2, Palmer Bowlus flumes, in conjunction with continuous depth recording.

D. Flow monitoring data reduction and review will be performed on all data obtained each flow
monitoring location. The data obtained will be reduced, evaluated, and presented in report
form. One (1) copy of the completed report will be submitted to the Client. This will
include, for each location, tabular reports based on 15-minute time increments,

The tabular report will be provided and will include:

A summary of daily flow information for a selected time period. The summary presents, for
each day, the minimum flow rate, peak flow rate, total daily flow, total rain, peak hourly rain,
and peak 15-minute rainfall, if applicable. The summary also includes the total flow volume,
average daily flow, and total rainfall quantity, if applicable, for the selected time period,

Detailed flow reports of the flow rate data in 15-minute time increments will also be
prepared and submitted. The detailed report will include depth of flow, velocity of flow,
incremental flow rate, cumulative flow rate and recorded rainfall. The report will also
include the total daily flow volume and total daily rainfall quantity, if applicable.

In addition, flow hydro graphs will be prepared for each flow monitoring location, which
present a plot of the recorded flow rates for a selected time period. A bar graph of rainfall
recorded during the selected time period is also plotted on the hydrograph.

Further, periodically data will be posted to a secure password protected web site that will
allow project personnel access to flow, rainfall and groundwater recorded data. Users then
can prepare and review detailed flow reports, graphs and tables. Comparison between wet
and dry periods as well as net flows per sub system calculations may also be performed.
Online data export format capabilities included Excel, Access, and ASCII.

HIEQUALITY CONTROL PROCEDURES
.FIELD OPERATIONS-SITE SELECTION

Since the flow monitoring site can play a significant role in obtaining accurate flow monitoring
data, site selection in the field will be given a high priority. The proposed monitoring site will be
visited for the specific purpose of observing flow characteristics. Every effort will be made to
identify a monitoring site that will provide accurate data while attempting to comply with the
original location plan.

Observations such as surcharging or backing up of flows are less than ideal for monitoring and if
possible will be avoided. Manholes having more than one line entering and irregular
flow/velocity patterns will also be looked on as less than favorable.

FLOW METER SELECTION/ANSTALLATION

Once a site has been identified the appropriate meter with any specific sensors will be installed.
The installation will consist of installing tight fitting aluminum bands with both flow depth and
velocity sensors mounted in such a way as not to obstruct flow or snag paper or other disposed
items in the flow stream.

INITIAL & SUBSEQUENT FLOW VERIFICATION

During the installation process, the meter will be operated in such a way as to instantaneously
obtain and display both depth and velocity readings. Manual depth measurements will be
obtained and compared to meter readings, any diffierences will be corrected to within 0.10
inches, Using a hand held velocity meter, readings will be obtained and compared to the metered
velocity readings and adjustments to the installed equipment will be made until a reasonable
match is obtained. During each maintenance visit, the following will be performed and noted on
site log sheets:

Actual depth of flow

Metered depth of flow

Actual flow velocity

Metered flow velocity

Flow pattern will be graphed for the previous period

Scatter plots of both depth & velocity will be reviewed

Any adjustments ( if necessary) will be noted

Battery voltage logged and if necessary, batteries will be replaced

DATA QUALITY REVIEW

Staff operating at our headquarters will review the flow data as it is received for completeness
(missing data). A more detailed review will take place at a later date when the actual Geld logs
atrive, Flow data files will then be combined with rainfall data and graphs will be prepared to
begin a more detailed review of all depth, velocity and flow data. Abnormalities such as
unexplainable depth spikes or drop outs as well as inconsistent velocity trends will be noted.
Additional comparison graphs will be prepared that will use both actual depth and velocity data
as well as predicted data. Scatter plots will also be produced to better understand specific
characteristics of the site as well as help identify isolated incorrect measurements. Adjustments
or corrections, if any, will be performed and documented.

IV. CLIENT RESPONSIBILITIES
The Client shall provide the following at no additional cost to the Subconsultant:

A. Furnish copies of the necessary plot maps of all sewers to be studied. The sewer lines and
manholes should be clearly marked and labeled with a numbered reference system.

B. Make any revisions to the sewer maps in the study area based on correction data collected
during the fieldwork.

C. Make arrangements to provide traffic control as required by local public safety authorities.

H

Make arrangements to provide access to and exposure for entry those manholes within the
study area which are buried, covered or otherwise not readily accessible.

Provide free and legal access to all sites of work.

Assure the prompt clearance of major blockages or obstructions in the sewer system, if any,
should such clearance be required for performance of the work.

Provide the shutdown of certain pump stations, upon prior request, should it become
necessary for the satisfactory performance of the work

In the absence of any of the assurances indicated above, give Subconsultant release from.
responsibility for the performance of the affiected portions of the work under this Agreement.

Vv. MUTUAL AGREEMENTS

A.

Subconsultant shall not be held liable to the Client if delayed or prevented from performing
the work as specified herein through any cause beyond the control of Subconsultant and not
caused by his own fault or negligence, including acts of God, or the public enemy, weather
conditions; acts of government, including changes in state and/or federal requirements
governing sewer system evaluation surveys after the effictive date of this contract; fires,
floods, epidemics, strikes, jurisdictional disputes, lockouts, and. freight embargoes.
Subconsultant shall advise the Client, in writing, of any such delays,

Subconsultant is an equal opportunity employer.

Subconsultant agrees to carry (1) Comprehensive Public Liability, Property Damage,
Personal Injury and Independent Contractors ~ not less than $1,000,000 per accident. (2)
Automobile Liability, Bodily Injury, Property Damage —not less than $500,000 per person
51,000,000 per occurrence, (3) Workman’s Compensation Insurance covering any liability of
the Consultant during the course of the services performed and as described herein,

The provisions of the Agreement may be revised upon written notice by either party, and the
written acceptance of the revisions by both parties to this Agreement.

Subconsultant shall not assign, sublet, or transfer his interest in this Agreement without the
written consent of the Client.

VI. TIME OF PERFORMANCE

Subconsultant anticipates initiating fieldwork no later than SEPTEMBER 1, 2021 with all such
fieldwork to be completed JUNE 30, 2023 (to coincide with expiration of amendment#3 of
the CSO Flow monitoring contract with Nashua which is extended year to year thru
6/30/23 subject to annual budget appropriations). All data will be provided to the Client
within 30 days of completion of each field task.

This proposal is valid until December 31, 2021.

FEES
Ttem Description of Tasks Estimazed Unit Total
# Quantity Cost Cost