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

GC 11 of 13

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

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 Consultant. 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.

GC 12 of 13

31. CHOICE OF LAW AND VENUE This contract shall be governed exclusively by the laws of
the State of New Hampshire and any claim or action brought relating to this contract, the
work performed or contracted to be performed thereunder, or referable in anyway thereto
shall be brought in Hillsborough County (New Hampshire) Superior Court Southern
Judicial District or in the New Hampshire 9th Circuit Court—Nashua and not elsewhere.

GC 13 of 13

Exhibit B
Scope of Work and Task Descriptions

Exhibit A
NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project
Scope of Work and Task Descriptions
Amendment 1
September 30, 2021

The objective of the East Hollis & Bridge Street Intersection Improvement Project in the City of
Nashua, New Hampshire is to improve mobility and access at this location that serves as a vital
link to the City’s downtown core and is a major commuter road for communities to the east. The
project area encompasses the intersection of Bridge Street and East Hollis Street between C
Street and the bridges over the Merrimack River.

The following scope of work outlines the tasks to be undertaken by McFarland-Johnson (MJ)
and its sub-consultants to advance the design of the preferred alternative to construction
documents and bidding. The project has been separated into four specific phases to take the
project from planning through to construction. Phase 1 was recently completed with Alternative
4 being selected as the recommended preferred alternative. This scope of services covers
Phase 2 - Preliminary Design, Phase 3 — Final Design, and Phase 4 — Bidding Services with the
details on the following pages. The estimated construction value for this project is
approximately 2.7 million dollars.

Phase 2 — Preliminary Design

2A Preliminary Plans and Estimate

2B Geotechnical Investigations

2C Environmental Documentation (NEPA Milestone)
2D Right-of-Way Plans

2E Public Involvement

2F Utility Coordination

2G _ Project Meetings

Phase 3 — Final Design

3A Environmental Permitting
3B -~ Plans, Specifications, and Estimate (PS&E)
3C_ Final Plans/Contract Documents
3D Steering Committee Meetings
3E Project Meetings
Phase 4 — Bidding Services
4A Bid Services

This scope of work assumes the preferred alternative is Alternative 4, which is attached for
reference.

Page 1 of 13

Exhibit A
NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project
Scope of Work and Task Descriptions
Amendment 1
September 30, 2021

Phase 2 — Preliminary Design

Phase 2A — Preliminary Plans and Estimate

Preliminary Plans will be developed based on the preferred alternative. These plans will include
the following sheets developed to a 60% level.

1. Title Sheet and Index
2. Standard Symbols Sheets

3. Typical Sections — Typical Sections of each roadway will be developed. These sheets
will indicate lane widths, shoulder widths, sidewalk treatments, cross slopes, curbing
materials, turf establishment, and pavement and base course depths.

4. Details — The following details are anticipated for this project:

Sidewalk ramp details

Drainage pipe and structures
Water Mains, Valves, and Hydrants
Driveway

Curbing

Pavement Match

Lighting Foundation

Landscaping

Erosion Control

Sign Text Layout Sheets

5. Existing Conditions Plans — Plans will be completed at a scale of 1” = 20’. The plans will
include detail and notation of existing features including right-of-way (including existing
easements) and utilities.

6. General Plans — Plans will be completed at a scale of 1” = 20’. The plans will include
existing and proposed features, including such items as curbing, drainage, driveways,
right-of-way, and utilities. Notation of existing features will not be shown. The plans will
also include construction notes and limits of temporary easements. Separate drainage
and utility plans are not anticipated.

7. Profiles — Roadway profiles at a scale of 1” = 20’ horizontal to 1” = 4 vertical scale will
be prepared indicating the centerline profile of each roadway. These sheets will be
separate from the general plans.

8. Pavement Layout Plans — Plans will be completed at a scale of 1” = 20°. The plans will
include horizontal geometry, lane and shoulder widths, and limits of curbing. Sidewalk
widths and geometry will also be included. Curb marks and curb summary tables will be
added to these plans as part of the PS&E submission.

Page 2 of 13

Exhibit A

NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project

Scope of Work and Task Descriptions
Amendment 1
September 30, 2021

10.

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Grading Plans - Plans will be completed at a scale of 1” = 20’. These sheets will include
proposed spot elevations.

Signing and Striping Plans — Plans will be developed at a scale of 1” = 20’. The General
Plans will be used as a base plan with many features removed in order to simplify the
presentation and will provide the location and type of traffic signs and pavement
markings.

Traffic Signal Plans — Traffic signal plans will be developed at 1” = 20’ scale. These
plans will provide location and equipment types. It is assumed that all equipment will be
as per City and NHDOT standard specifications and drawings. It is anticipated that a
total of three timing plans will be prepared for the AM, PM and weekend midday time
periods. The timing plans will be coordinated with the City’s existing Traffic
Management System called TACTICS. Three traffic signal plans will be developed for
the traffic signal on East Hollis Street, the traffic signal on Bridge Street, and the
Pedestrian Hybrid Beacon on East Hollis Street. It is assumed that the traffic signals will
be coordinated and utilize smart technology, such as queue detection, to help manage
vehicle queuing during peak travel times.

Streetscape Plans — Plans will be developed at a scale of 1” = 20°. The plans will
include the placement and species of plantings, street lighting, and street furniture that is
proposed for the project.

Retaining Wall Plans — A retaining wall is required between Bridge Street and Riverfront
Landing between the driveway to Riverfront Landing and the bridge over the Merrimack
River. Plans will be developed at a scale of 1” = 20’. The plans will include the elevation
view of the wall, horizontal geometry, and typical sections. It is assumed that the wall
will be constructed with modular blocks and will be offset from the back of sidewalk at
least 6 feet so that a moment slab is not needed at the top of the wall.

Traffic Control Plans — Traffic control drawings will be developed at a scale of 1” = 50’.
These plans will indicate the construction phases and location of traffic during those
phases. Temporary signal plans will also be included. The plans will also incorporate
NHDOT standard traffic control details as well as details available through the Manual on
Uniform Traffic Control Devices (MUTCD). It is not the intent of these plans to illustrate
the placement of all traffic control devices, but standard distances between devices and
potential sign placement will be included.

Cross Sections — Cross sections will be developed at a spacing of every 50’ and at all
driveways, walkways, and side street locations (if not located near a 50’ section) at a
scale of 1” = 10’. The sections will indicate items such as existing curbs, buildings, and
other items that are physical constraints. Existing utility poles and underground utilities
will also be shown. The cross sections will be developed similar to NHDOT standards
but will not include all the detail normally seen within a NHDOT plan set.

An engineer’s estimate of probable cost will be developed. Roadway, landscaping, utility, right-
of-way, and construction engineering costs will be presented. The engineer’s estimate will be

Page 3 of 13

Exhibit A
NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project
Scope of Work and Task Descriptions
Amendment 1
September 30, 2021

developed based on pricing information gathered by MJ or provided by NHDOT cost
summaries. The estimate, as with all estimates, should not be construed as an actual price for
construction, but merely the engineer’s opinion as to the probable cost of construction.

A description of the existing and proposed closed drainage systems will be developed along
with calculations showing the existing and proposed peak discharge rates within the project
area. It is assumed that the closed drainage system will discharge into the City’s separated
drain system. Stormwater treatment measures will be developed and sized to meet the
requirements of the City’s Stormwater Management Ordinances to the maximum extent
practical.

Traffic timing calculations, including software files, will also be submitted for the proposed
alternative to support the proposed timing charts on the traffic signal plans. These calculations
will be for the anticipated opening year of 2021.

Guardrail and superelevation calculations will also be developed. The calculations described
above will be included in a Design Report.

The Preliminary Plans will be submitted to the City and NHDOT for review.
Prior to submitting Preliminary Plans to NHDOT for review, MJ will complete a Traffic Control
Meeting Request Memo and present the project at one Traffic Control Committee meeting with

one MJ staff member attending.

Phase 2B — Geotechnical Investigations

MJ will work with Sanborn, Head & Associates (SHA) to develop and monitor a subsurface
investigation program, with primary emphasis on determining if existing soils contain asbestos,
determining proposed traffic signal foundations, and providing pavement design
recommendations. A geotechnical report will be prepared to summarize the results of the
investigation and provide pertinent information required for the project. A more detailed scope
of work for SHA is attached.

Phase 2C — Environmental Documentation

The deliverable for this task is an environmental study that satisfies the requirements of the
National Environmental Policy Act (NEPA), specifically a Categorical Exclusion. This is required
before the project can move forward to final design and state and federal permitting processes.

Impact Assessment and Mitigation — Impacts to the following existing resources will be identified
for the preferred alternative.

e Air Quality — The project is in a carbon monoxide (CO) maintenance area and is not
considered a “Regionally Significant Project” (per 40 CFR 93.101 and the Statewide
Transportation Improvement Program); therefore, a regional conformity determination is
not necessary. However, because the proposed intersection improvements will involve
new traffic signals, a quantitative microscale analysis for CO and PM will be required to

Page 4 of 13

Exhibit A

NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project

Scope of Work and Task Descriptions
Amendment 1
September 30, 2021

assess the project’s impact on local pollutant concentrations to assess conformance with
National Ambient Air Quality Standards (NAAQS).

Harris Miller Miller & Hanson Inc. (HMMH) will conduct a microscale analysis using
existing available vehicle mix data along with standard vehicle and meteorological
assumptions as the input variables to calculate emissions factors. MJ will provide
general oversight of HMMH’s schedule and work products and will review reports and
findings prior to submittal to the City and NHDOT.

Noise — The proposed alignment does not result in a substantial horizontal or vertical
alteration. The additional lanes being added consist of turn lanes, not through-traffic
lanes. Therefore, the proposed intersection improvement project is not a Type | highway
project and a noise impact study and abatement assessment will not be required. MJ will
document any horizontal and vertical alterations in the roadway alignment relative to
potential receptors. A qualitative discussion of why the project is not considered a Type
| project will be included in the NEPA document.

Water Quality — Potential water quality impacts will be evaluated and mitigation
measures will be designed to meet the City’s Stormwater Management Ordinances to
the maximum extent practical. Increases in pavement and stormwater runoff will be
quantified. The proposed drainage system will connect to the City’s existing separated
storm drain system. Permitting and compliance requirements pertaining to Alteration of
Terrain, MS4, and construction water quality will be identified.

Wetlands and Surface Waters — Jurisdictional areas were delineated during Phase 1 of
the project. It is assumed that the project will not impact the Merrimack River. Portions
of the project are located within the Protected Shoreland (within 250 feet) of the
Merrimack River and it is assumed that proposed work will require a Shoreland Permit
from NHDES. Preliminary impacts to the protected shoreland will be calculated and
described in general terms for the NEPA document.

Threatened/Endangered Species, Wildlife, and Fisheries Habitat —- MJ will request an
updated NH Natural Heritage Bureau (NHB) database review and the USFWS Official
Species List for the study area.

It is assumed that no coordination will be required for State listed species. It is
anticipated that the project will be eligible for review under the Federal Highway
Administration and Federal Railroad Administration Range-Wide Biological Assessment
for Transportation Projects for Indiana Bat and Northern Long-Eared Bat Programmatic
Consultation. MJ will complete the regulatory review determination key in the USFWS
IPaC webtool for NHDOT’s use in consultation with USFWS. NHDOT will provide MJ
with the USFWS concurrence letter for inclusion in the NEPA document.

Cultural Resources — Preservation Company (PC) and Independent Archeological
Associates (IAC) will complete required historic resource and archaeological surveys
(see attached scopes of work). MJ will provide general oversight of PC’s and IAC’s
schedule and work products and will review reports and findings prior to submittal to the
City and NHDOT.

Page 5 of 13

Exhibit A

NASHUA 16314 — East Hollis & Bridge Street Intersection Improvement Project

Scope of Work and Task Descriptions
Amendment 1
September 30, 2021

For the purposes of this scope, it is assumed that the project will result in a
determination of No Adverse Effect to historic resources. MJ will prepare the draft
Section 106 Effect Memo for NHDOT’s use in acquiring signatures.

Hazardous Materials — SHA will conduct subsurface explorations to evaluate if asbestos
exists in soils that will be disturbed during construction. If these investigations identify
asbestos-containing soil, a project-specific Asbestos Disposal Site (ADS) Work Plan will
be prepared and submitted to DES for approval. The assumed ADS Work Plan will
include the information required by state asbestos regulations (Env-Sw 2100,) such as
contact information for the City, project description, schedule, summary of work, required
qualifications and training for project personnel, health and safety procedures for
handling of asbestos-contaminated soils during construction, and project notifications
and reporting. (see attached scope of work) The assumed ADS Work Plan, if needed,
will become part of the bid documents for the project. MJ will provide general oversight
of SHA’s schedule and work products and will review reports and findings prior to
submittal to the City and NHDOT.

Environmental Justice — An environmental justice analysis was completed in Phase 1.
MJ will incorporate the findings into the NEPA document.

Other: Other topics include the following:

o Impacts to land use, social and economic resources, and community facilities are
expected to be negligible and will not require analysis or mitigation.

o Invasive species populations and their dispersal will be addressed in general
terms.

o Construction impacts will be evaluated and described based upon the anticipated
temporary impacts to any natural resources or sensitive receptors.

NEPA Categorical Exclusion document — The NEPA Categorical Exclusion (CE) document will
include the following components:

Description of the proposed action

Purpose and Need Statement

Description of the project alternatives considered

Description of the coordination and public participation process

Description of the resources and environmental effects

Mitigation measures

Permit requirements

Summary of environmental commitments

Figures depicting resources and impacts within the study area

Supporting documents, technical studies when applicable and agency correspondence

It is assumed that the project will not require a Section 4(f) Evaluation. The Administrative Draft
NEPA CE will be submitted to the City for review. Once comments are received, the draft
document will be revised as needed and a Draft CE will be submitted to NHDOT for review. MJ

Page 6 of 13