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subcontractors, consultants, vendors, or suppliers are expressly recognized to be within
Professional Engineer'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 a
Professional Engineer Representative. At all times, Professional Engineer 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, the parties may request that the dispute
be submitted to the Board of Public Works for resolution. If the parties are dissatisfied with
the decision of the Board of Public Works, 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 Professional Engineer for damages because of
hindrances or delays in the progress of the work from any cause, and Professional Engineer
agrees to accept in full satisfaction of such hindrances and delays any extension of time that
the City of Nashua may provide.

INSURANCE Professional Engineer 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.
> $1,000,000 Profession Liability; and
> Workers' Compensation Coverage in compliance with the State of New
Hampshire statutes, $100,000/$500,000/$100,000.

Professional Engineer 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 Professional Engineer are intended to and shall not in any
manner limit or qualify the liabilities and obligations assumed by Professional Engineer under
this contract. The City of Nashua shall not maintain any insurance on behalf of Professional
Engineer. Subcontractors are subject to the same insurance requirements as Professional
Engineer and it shall be the Professional Engineer’s responsibility to ensure compliance of this
requirement.

Professional Engineer will provide the City of Nashua with certificates of insurance for
coverage as listed below and endorsements affecting coverage required by the contract within
ten calendar days after the City of Nashua issues the notice of award. 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 and

Auto Liability policies must name the City of Nashua as an additional insured and reflect

GC 6 of 12

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on the certificate of insurance. Professional Engineer is responsible for filing updated
certificates of insurance with the City of Nashua's Risk Management Department during the
life of the contract.

>» All 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, Professional Engineer 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 Professional Engineer of its
responsibilities or limit the amount of its liability to the City of Nashua or other
persons, and Professional Engineer 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.
> 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 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 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 night 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,

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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.

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.

GC 8 of 12

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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.

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.

GC 9 of 12

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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 nghtful 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.

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.

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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 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.

GC 11 of 12

30. MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire

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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 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 12 of 12

RATS /T Hayner/Swanson, Ince.

Civil Engineers/Land Surveyors

EXHIBIT B
February 11, 2021

Ms. Lisa Fauteux
Director of Public Works
9 Riverside Street
Nashua, NH 03062

Dear Ms. Fauteux:

Hayner/Swanson, Inc. (HSI) is pleased to submit this proposal to provide professional services
in our continuing support of the City of Nashua’s rehabilitation program of existing sewerage
pipe and structures. The work shall focus on planning, investigation, engineering and
construction administration related to the 2021 program. We understand that the services we
provide will effectively be performed as an extension of the City Engineering Department.

HSI will work with City staff in a highly integrated effort. This effort will be similar to services
we are presently providing in support of the City’s 2020 sewer rehabilitation program.

We are proud that this unique arrangement has proven to be successful on the 2019 and the
2020 program. This work has been performed with significant savings for the City and with the
burden of administration by City staff minimized.

We understand that the services to be provided on this program will be varied and will include
management, administration, design and construction observation. At times, we will be the
lead for tasks. At other times, we will work in direct support of City staff. Our commitment to
flexibility and to consistent and clear communication with the City will be the key to success on
this program, as it was key on past projects.

We understand that our responsibilities may be adjusted by the City based upon the specific
needs and workload of the City staff. We anticipate that tasks which we will undertake include:

Coordinate with City Staff regarding known sewer issues.

e Review record information including videos, record plans, permits, and resident
complaints.

e Identify and coordinate efforts to obtain additional information needed including survey
of inverts, condition assessments, and video investigation.

e Assist City in prioritizing remedial efforts.

e Provide recommendations for the 2021 Program to line, repair or replace sewers and
structures.

e Provide utility coordination.

e Provide support during construction administration.

3 Congress St. Nashua, NH 03062 - (603) 883-2057
131 Middlesex Turnpike, Burlington, MA 01803 - (781) 203-1501
www.haynet-swanson.com

In performing these services we understand that our efforts will always be as directed by the
City Engineer. At times, we may perform services which the City’s standard General Conditions
for construction contracts assign to the “Engineer”. We note that performing these duties will
not bestow upon us the role and responsibilities of “Engineer” as defined in the construction
contract.

HSI will not be given the authority to stop the Contractor's work, nor to order the Contractor to
perform work beyond contract limits. If so directed by the City Engineer, we will deliver such
orders on the Engineer's behalf.

Anticipated Scope of Work:
We anticipate performing the following services in support of the 2021 Program:

2021 Sewer Replacement Project:

HSI Design Services:
HSI will assist in the effort to develop recommendations for sewer lines which need

replacement through review of CCTV video assessment performed under the 2021
Sewer Lining Project.

The design shall consist of the preparation of plan & profile drawings for sewer lines to
be replaced. The existing conditions information shall be based on the City GIS
information and utility information provided by the various utility companies (PWW,
Liberty Utilities, Consolidated Utilities, etc.).

The design budget is based on approximately $750,000 to $1,000,000 in replacement
work identified to date.

HSI Construction Services & As-built Plans:
HSI shall provide construction services including providing full-time observation of
construction activities, tracking quantities, preparing daily field reports, providing office
support when needed to resolve field issues, and preparing as-built plans of the
completed work. This work is in support of an expansion of the scope of the 2020
program, as well as portions of the 2021 program identified to date.

As detailed on the attached spreadsheets, our proposed Not-to-Exceed budget for this
work is $249,494.

2021 CIPP Lining Project:

HSI will provide recommendations of sewer lines that need lining or replacement based on
review of CCTV video assessments and reports provided by the City or provided by the
contractor selected for the 2021 Sewer Lining Project. HSI shall prepare a spreadsheet of
all videos reviewed, and list those that need lining, reconstruction, or “no work”.

As detailed in the attached spreadsheets, our proposed budget for this work is $40,750.

2020 Sewer Replacement Project As-Built Plans
HSI will prepare As-Built plans for the work performed in the 2020 program.

As detailed in the attached spreadsheets, our proposed budget for this work is $23,440,

Total Not-to-Exceed Budget

2021 Sewer Replacement Program $227,740.00
2021 CIPP Lining Project $ 40,750.00
2020 As-Built Plans $ 23,440.00
Subtotal $291,930.00
Remaining Budget for 2020 Program ($42,436.00)

Total: $249,494.00

We understand that the actual work performed will be as directed and that the task and split of
work between staff may vary. We also understand that actual work performed will be only as
directed and may be less than the budget presented.

If you have any questions or comments regarding this proposal, please contact me.
Sincerely, ,

CKO Dory

John C. Vancor, P.E.
Vice President/Principal Engineer