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> The insurance provided herein is primary, and no insurance held or owned by the City
of Nashua shall be called upon to contribute to a loss.

> Professional Engineer is responsible for and required to remedy all damage or loss to any
property, including property of the City of Nashua, caused in whole or part by
Professional Engineer or anyone employed, directed, or supervised by Professional
Engineer.

INDEMNIFICATION Regardless of any coverage provided by any insurance, Professional Engineer
agrees to indemnify and shall defend 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 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, defense 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 Professional Engineer 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 Professional Engineer 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 Professional Engineer. Professional Engineer shall have no claim of any sort
to the unexpended funds.

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

COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, 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. 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.

GC 7 of 11

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NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Professional Engineer agrees to the following terms. Professional
Engineer 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. Professional Engineer 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, 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, if applicable, the
Comptroller General of the United States, or any authorized representative of those entities.

GC 8 of 11

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

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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.

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.

GC 9 of 11

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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 finai 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 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

GC 10 of 11

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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, 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 shail 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 11 of 11

EXHIBIT B

1D -

si 2016
ARS OF QUALITY SERVICE

May 5, 2016

Mr. Joe Mendola

City of Nashua

Division of Public Works
9 Riverside Street
Nashua, NH 03062

Re:

Recreation Trail over US 3 Bridge Repairs
Scope of Work and Fee Proposal
CLD Reference No. P16-0186

Dear Mr. Mendola:

CLD Consulting Engineers, Inc. (CLD) is pleased to submit our enclosed Scope of Work and
Fee Proposal to provide bridge engineering services for the City of Nashua for the repairs of the
Recreation Trail Bridge over US 3. The work will include:

@

Concrete repairs to the pier cap/bearing seat of the first pier from the northern abutment

(pier 1).

Bid Alternates for additional work including:

o Concrete repairs to the northern abutment backwall

© Concrete repairs to the eastern curb on the span over the highway
o Concrete deck repairs in the vicinity of pier 1

© Re-grading/paving of the northern approach walkway.

Please find enclosed with this scope letter:

°

Task List with Estimated Hours and Fee; and

Municipal Contracts.

The scope for the bridge repair work shall include:

Preparation of Construction Details: CLD will prepare details for all repairs, including
all the above bid alternates. CLD anticipates making one submission to the City for
review. CLD will revise the details based on the City’s comments.

Preparation of Contract Documents: CLD will prepare the Contract Documents, which
will include the bid form, contract agreement, general conditions and special conditions,
project specifications, and special provisions. All documents will be submitted to the City
for review.

Bidding Assistance: CLD will advertise the project in one newspaper, and provide bid
sets to prospective bidders. CLD will answer contractor questions during the advertising
period and issue addenda, if needed. CLD will prepare a tabulation of the bids received,
evaluate the bids and recommend award.

SRE ESEE EERSTE, «NEW HAMPSHIRE VERMONT MAINE

540 Commercial Street * Manchester, NH 03101 ° ph: (603) 668-8223 * fx: (603) 668-8802 © www.cldengineers.com

Mr. Joe Mendola, P.E. C= TEs
CLD Reference No. P16-0186 '
May 5, 2016

Page -

f? CONSULTING \
4 ENGINEERS JJ

2 BD 1976-2016

Construction Inspection and Administration: CLD will provide consultation regarding
design intent or clarification of the plans and specifications. Shop drawings for this
project are not anticipated. CLD will conduct periodic field inspection to ensure work
conforms to the Contract Documents. Field visits will be based on the work being
completed.

Per the Contract Documents (to be developed for the project), CLD (herein known as the
Engineer) will make visits to the site at intervals appropriate to the various stages of
construction as the Engineer deems necessary in order to observe the progress that has
been made and the quality of the various aspects of Contractor's executed work.
Observations and site visits will be limited to the total time amounts discussed above and
in the Fee Estimate unless a further amendment is agreed to. Based on information
obtained during such visits and observations, the Engineer, for the benefit of
Municipality, will determine, in general, if the Work is proceeding in accordance with the
Contract Documents. Engineer will not be required to make exhaustive or continuous
observations on the site to check the quality or quantity of the Work. Engineer's efforts
will be directed toward providing for the Municipality a greater degree of confidence that
the completed Work wiil conform generally to the Contract Documents. On the basis of
such visits and observations, Engineer will keep Municipality informed of the progress of
the Work and will endeavor to guard Municipality against defective work.

Engineer's visits and observations are subject to all the limitations on Engineer's authority
and responsibility set forth in Article 7 of the Contract Documents, and particularly, but
without limitation, during or as a result of Engineer's visits or observations of
Contractor's Work. Engineer will not supervise, direct, control, or have authority over or
be responsible for Contractor's means, methods, techniques, sequences, procedures of
construction, or the safety precautions and programs incident thereto, or for any failure of
Contractor to comply with Laws and Regulations applicable to the performance of the
Work.

We look forward to working with you and City of Nashua on this project. Please contact us if
you have questions or require additional information.

Very truly yours,

Jaime French, P.E.
Project Manager

JF jt

Enclosures

NEW HAMPSHIRE VERMONT MAINE

540 Commercial Streat © Manchester.NH03101 % nh: (603) 668-8723 = fe: {6021 GAR-RAN? © wwwerlidansineers cam

jo @
Fooglanlie Cost Estimate
= [iE EF
CITY OF NASHUA
BRIDGE REPAIR CONTRACT
ESTIMATED WORK HOURS
Project | QA/QC | Project Tech. | Total
Manager Sr. Eng. |EngineerEngineey Tech. | Typist! Hours
Prepare Construction Details 4 16 32 24 76
Prepare Quantities and Estimate 1 4 8 13
Prepare Contract Documents 1 4 16 4 25
Bidding Assistance
Advertise Project 1 2 3
Contract Document Preparation and Sales 1 3 4
Contractor Inquiries & Addenda 1 2 2 1 6
Bid Opening Meeting 2 2
Review Bids, Quantities & Contractor - I 1 3 2 7
Prepare Contracts, NOA, NIP, Insurance & 2 2 6 10
Bond Review
Construction Inspection/Administration (8 site visits) 1 8 32 4]
Project Administration & Coordination with City
(Assume | meeting) 2 2 4 : 2
Hour Subtotal:} 11 12 56 74 24 19 196

Project Manager

QC/QA & Senior Engineer
Project Engineer

Engineer

Technician

Technical Typist

P16-0186

ESTIMATED ENGINEERING COSTS

Work Estimated Estimated
Hours Hourly Rate Costs
11 $39.50 $ 435

12 46.51 558

56 39.50 2,212
74 34.48 2,552

24 25.15 604
19 21.34 405

196 Total Direct Labor $ 6,766
Indirect Costs @ 1.434 9,702

Subtotal $16,468

Fixed Fee $ 1,647

Subtotal $18,115

Direct Costs $ 1,015
——_—_—_—_—_—_
TOTAL ESTIMATED COST: $19,130

5/5/2016

: DIRECT COSTS
EzD> —

ENGINEERS
— CITY OF NASHUA
BRIDGE REPAIR CONTRACT
Mileage
No. Trips Miles Rate per Mile Total
(round trip)
Survey 36 §$ 0.540 $ -
Road/Bridge 8 36 $ 0.540 $ 155,52
Environmental 36 $ 0.540 $ -
Meetings 2 36 $ 0.540 $ 38.88
$ 194,40
Reproductions
No. Sets** Plans per Set Rate / Sheet Total
Full Size 10 5 § 1.10 $ 55.00
11x17 5 5 $ 0.30 $ 7.50
8.5x11 15 100 § 0.15 § 225.00
$ 287.50
Shipping $25
** includes progress prints
Grand Total $ 506.90
Advertising $ 500.00
total $ 1,006.90
| SAY $ _ 1,015.00 |

P16-0186 -~2- 5/2016

@) THE CITY OF NASHUA "The Gate City”

Financtal Services

Purchasing Department

December 1, 2016
Memo #17-082

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: POST CONSTRUCTION PHASE MANAGEMENT FOR BROAD STREET PARKWAY
(VALUE: NOT TO EXCEED $120,000)
DEPARTMENT: 160 ADMIN/ENGINEERING; FUND: BOND
ACTIVITY: BROAD STREET PARKWAY

Please see the attached communication from Stephen Dookran, P.E., City Engineer, dated November 21,
2016 for the information related to this purchase.

Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting, architectural, auditing,
engineering, legal, medical and ambulance services and purchases of independent professional
consultant services for personnel, data processing, actuarial, planning, management and other
comparable purchases competitive bidding shall not be required.

The City Engineer, Board of Public Works (11/21/2016 meeting) and the Purchasing Department
recommend this contract award in an amount not to exceed $120,000 to Hayner/Swanson, Inc. of
Nashua, NH.

Respectfully,

eon

C " ; te é A ae
Dan ken
Purchasing Manager

Ce: S Dookran L Fauteux

229 Main Street » Nashua, New Hampshire 03061 ¢ Phone (603) 589-3330 e Fax (603) 589-3344