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10.

lf after termination for the failure of Independent Contractor to adhere to any of the terms
and conditions of the contract or for failure to satisfactorily, in the sole opinion of the City
of Nashua, to complete or make sufficient progress on the work in a timely and
professional manner, it is determined that Independent Contractor had not so failed, the
termination shall be deemed to have been a termination at will. In that event, the City of
Nashua shall, if necessary, make an adjustment in the compensation paid to Independent
Contractor such that Independent Contractor receives total compensation in the same
amount as it would have received in the event of a termination-at-will.

C. GENERAL PROVISIONS FOR TERMINATION Upon termination of the contract, the City of Nashua
may take over the work and prosecute it to completion by agreement with another party
or otherwise. In the event Independent Contractor shall cease conducting business, the
City of Nashua shall have the right to solicit applications for employment from any
employee of the Independent Contractor assigned to the performance of the contract.
Neither party shall be considered in default of the performance of its obligations
hereunder to the extent that performance of such obligations is prevented or delayed by
any cause, existing or future, which is beyond the reasonable control of such party. Delays
arising from the actions or inactions of one or more of Independent Contractor's principals,
officers, employees, agents, subcontractors, consultants, vendors, or suppliers are
expressly recognized to be within Independent Contractor's control.

DISPUTE RESOLUTION The parties shall attempt to resolve any dispute related to this contract
as follows. Either party shall provide to the other party, in writing and with full
documentation to verify and substantiate its decision, its stated position concerning the
dispute. No dispute shall be considered submitted and no dispute shall be valid under this
provision unless and until the submitting party has delivered the written statement of its
position and full documentation to the other party. The parties shall then attempt to
resolve the dispute through good faith efforts and negotiation between the City of Nashua
Representative and an Independent Contractor Representative. At all times, Independent
Contractor shall carry on the work under this contract and maintain and complete work in
accordance with the requirements of the contract or determination or direction of the City
of Nashua. If the parties are unable to resolve their dispute as described above within 30
days, if requested in writing by either the City of Nashua or the Independent Contractor
within 14 days after the 30 days described above,, the parties shall attempt to resolve the
dispute by entering into structured non-binding negotiations with the assistance of a
mediator on a without prejudice basis. The mediator shall be appointed by agreement of
the parties, which agreement shall not be unreasonably withheld. If the parties cannot
agree to a mediator within 30 days or the dispute cannot be settled within a period of
thirty (30) days with the mediator, the parties’ reserve the right to pursue any available
legal and/or equitable remedies for any breaches of this contract except as that right may
be limited by the terms of this contract.

No DAMAGES FOR DELAY Apart from a written extension of time, no payment, compensation,
or adjustment of any kind shall be made to Independent Contractor for damages because
of hindrances or delays in the progress of the work from any cause, and Independent
Contractor agrees to accept in full satisfaction of such hindrances and delays any extension
of time that the City of Nashua may provide.

GC 6 of 13

11. INSURANCE Independent Contractor shall carry and maintain in effect during the
performance of services under this contract:

> General Liability insurance in the amount of $1,000,000 per occurrence;
$2,000,000 aggregate;

> $1,000,000 Combined Single Limit Automobile Liability; *Coverage must include
all owned, non-owned and hired vehicles ; and

> Workers’ Compensation Coverage in compliance with the State of New
Hampshire — statutes, $100,000/$500,000/$100,000.

Independent Contractor shall maintain in effect at all times during the performance
under this contract all specified insurance coverage with insurers. None of the
requirements as to types and limits to be maintained by Independent Contractor are
intended to and shall not in any manner limit or qualify the liabilities and obligations
assumed by Independent Contractor under this contract. The City of Nashua shall not
maintain any insurance on behalf of Independent Contractor. Subcontractors are subject
to the same insurance requirements as Independent Contractor and it shall be the
Independent Contractor’s responsibility to ensure compliance of this requirement.

Independent Contractor will provide the City of Nashua with certificates of insurance for
coverage as listed below and endorsements affecting coverage required by the contract.
The City of Nashua requires thirty days written notice of cancellation or material change
in coverage. The certificates and endorsements for each insurance policy must be signed
by a person authorized by the insurer and who is licensed by the State of New Hampshire.
General Liability, Employers’ Liability and Auto Liability policies must name the City of
Nashua as an additional insured and reflect on the certificate of insurance. Independent
Contractor is responsible for filing updated certificates of insurance with the City of
Nashua's Risk Management Department during the life of the contract.

> Al deductibles and self-insured retentions shall be fully disclosed in the
certificate(s) of insurance.

> If aggregate limits of less than $2,000,000 are imposed on bodily injury and
property damage, Independent Contractor must maintain umbrella liability
insurance of at least $1,000,000. All aggregates must be fully disclosed on the
required certificate of insurance.

> The specified insurance requirements do not relieve Independent Contractor of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Independent Contractor is encouraged to purchase such additional
insurance, as it deems necessary.

> 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.

> — Independent Contractor 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 Independent Contractor or anyone employed, directed, or supervised by
Independent Contractor.

GC 7 of 13

12.

13.

14.

15.

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.

GC 8 of 13

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17.

18.

NONDISCRIMINATION If 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
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.

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

19.

20.

21.

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 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 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 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

22.

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

24.

25.

26.

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.

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 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, noncontractual, financial
or otherwise, in this contract or in the business of Independent Contractor. If any such

GC 11 of 13

27.

28.

29.

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

30.

31.

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

IE

ASSESSMENT SERVICES

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

NashuaWWtTF

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.

Au kwWNre

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
Z 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 monitoring will be perfouned to oblain information necessary to 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 hydrographs 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.

IILQUALITY 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.