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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 ta 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

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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 VENVE 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.

TIME IS OF THE ESSENCE Time is expressly made of the essence with respect to this agreement
and the dates prescribed in it.

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EXHIBIT B

hb Final Design Services for Downtown Riverfront implementation

AMMENDMENT FOR PROFESSIONAL SERVICES
BETWEEN
VANASSE HANGEN BRUSTLIN, INC.
AND
THE CITY OF NASHUA, NEW HAMPSHIRE

DOWNTOWN RIVERFRONT PROJECT
June 9, 2022

The following amends the April 27,2022 Contract between VHB and the City of Nashua for
the above project This Contract Amendment is comprised of

the scope of services described herein and the compensation as detailed in the attached
spreadsheets. This amendment is subject to the Terms and Conditions of the original Agreement.

SCOPE OF SERVICES

This contract amendment specifically covers the final design of improvements along Water
Street as depicted on preliminary design plans dated March 30, 2022. The construction will
include minor roadway and sidewalk geometric modifications, pavement milling and overlay and
new pavement markings and signs to convert Water Street to one-way westbound as approved
by the City. Parallel parking spaces will also be added on the north side of Factory Street. The
work on Water Street will begin at Main Street and end at Factory Street. Minor drainage work is
anticipated to include adding catch basins to collect roadway runoff that would be trapped by
the planned curb extensions. The basins will connect to the existing roadway drainage system.
No system upgrades are included. The work will also include removing traffic signal heads on
Main Street that face the Water Street approach since the road will become one-way away from
Main Street. It is assumed the work will include modifying the existing bridge rail on the north
side of Water Street such that it is pedestrian safe where sidewalk will be added and possibly
beyond if the City expects to close the street for pedestrian events. No work is planned for the
Water Street bridge under this contract and no utility pole relocations are anticipated or
included. No additional traffic analysis is included.

PHASE 3 - FINAL DESIGN

The final design phase will include refinement of the pretiminary design. This will include
developing construction plans and specifications for use by the City’s Construction Management
(CM) firm in bringing the project to construction. The following is a description of VHB's Phase 3
scope of work for the above referenced effort.

wwe
V 7 Final Design Services for Downtown Riverfront {mplementation

Final Plans:
VHB will develop the following 90% design plans:

e General plan at a scale of 1"=30'. This plan will include geometric layout
information and applicable construction notes for the proposed improvements.

e Signing and Striping Plan at a scale of 1”=30'. This plan will define the proposed
pavement marking types and dimensions and will depict proposed signs.

e Details. Construction details will be included for ttems that are unique to this
project component. These are anticipated to include details such as: curb
installation, sidewalk cross section, pedestrian ramps, sign installation, and others.

e = Traffic signal modifications: This will likely include schematics showing the existing
signals and proposed modifications.

If any new lighting is proposed for Water Street VHB will provide the Water Street design
files to the City’s lighting and electrical consultants for them to develop lighting and

electrical plans.

Following City review of the 90% plans VHB will provide 100% contract plans for use by the
City’s CM for procurement of construction contractors,

VHB will provide any special provisions required for the Water Street project area that are
not covered by the NHDOT Standard Specifications.

VHB’s understanding is that the CM and not VHB will develop quantity and cost estimates
and bidding documents.

VHB will provide support to the Construction Manager during its construction
procurement efforts primarily by answering RFls. Any redesign at this stage would be
covered by contract amendment. Construction phase services are not included herein.

COMPENSATION

VHB will perform the Scope of Services on a time and materials basis. The estimated Upset Limit
for this Scope of Services is $ 26,730.00. including labor, overhead, profit and direct expenses.
VHB direct expenses will be billed at their actual cost without markup.

Water Street Final Design:

VHB Labor Total: $ 26,230.00
Estimated Expenses: $ 500.00
Amendment Total $26,730.00

The execution of this amendment provides authorization for the services described above.

VH8-Vanasse Hangen Brustiin, inc City of Nashua, NH

2 Bedford Farms Dr. Suite 200 Breakdown of Tasks, Personnel Hours, and Cost
Bedford, NH 03110

BREAKDOWN OF TASKS - WATER STREET FINAL DESIGN

Total
QA/QC & Task Senior Sr, CADD | Admin. /CADD
Taaks EM Managers Engineer Engineer Tech, Tech Hours babonamioures
Final Plans (90%)
General Plan
Set Alignment 3 3 $285_
Label Curbing Geometry and Prowde Curbing Table 2 4 4 1a $1,150
Orainage Modifications and Notes 2 ij 4 4 it $1,365
Construction Notes 2 1 3 6 $930
Signing and Pavement Marking Plan 1 4 2 6 10 $1 230
Sign Summary Sheet 4 4 5 $715
Bridge Railing Modifications 2 4 §
Detail Sheei{s) 4 2 4 4 8 20 $2,880
Traffic Signal Mocifications (Water St al Main St) 1 2 4 6 13 $1775
106% Plans ind. Response to Comments 6 4 2 4 4 4 24 $3,660
Special Provisions 4 4 6 14 $2,590
Coordination with CM during the Contractor Procurement 4 4 4 12 $2,300
Projact Meetings f Corespondence/Coardination with City 12 12 24 $5.160
Subtotal 38 4 18 30 26 24 152 $24,040
——
TOTAL HOURS] 38 M 18 30 26 24 152
HOURLY RATES| _ $215.00 $215.00 $145.00 $95.00 $125.00 $85.00
LABOR CcOSsTS| $8,170 $7,370 $2,610 $2,950 $3,260 $2,040 $26,236
TOTAL LABOR = $26,230.00

VHB Water Street Final Design Fee 2022-05-19 ORAFT Date Prepared 6/9/2022

EXHIBIT C

CONTRACT FOR PROFESSIONAL SERVICES

TITLE

A CONTRACT BETWEEN

THE CITY OF NASHUA, 229 MAIN STREET, CITY HALL, NASHUA, NH 03060
AND

Vanasse Hangen Brustlin, Inc. (VHB)
NAME AND TITLE OF PROFESSIONAL ENGINEER

2 BEDFORD FARMS DRIVE, SUITE 200
BEDFORD, NH 03110
ADDRESS OF PROFESSIONAL ENGINEER

WHEREAS, the City of Nashua, a political subdivision of the State of New Hampshire, from time
to time requires the services of a Professional Engineer ; and

WHEREAS, it is deemed that the services of a Professional Engineer herein specified are both
necessary and desirable and in the best interests of the City of Nashua; and

WHEREAS, Professional Engineer represents they are duly qualified, equipped, staffed, ready,
willing and able to perform and render the services hereinafter described;

Now, THEREFORE, in consideration of the agreements herein made, the parties mutually agree as
follows:

1. DOCUMENTS INCORPORATED. The following exhibits are by this reference incorporated herein and are
made part of this contract:

Exhibit A--General Conditions for Contracts
Exhibit B—Scope of Work, Schedule and Basis for Fees

The Contract represents the entire and integrated agreement between the parties and supersedes prior
negotiations, proposals, representations or agreements, either written or oral. Any other documents which
are not listed in this Article are not part of the Contract.

In the event of a conflict between the terms of the Proposal and the terms of this Agreement, a written
change order and/or fully executed City of Nashua Purchase Order, the terms of this Agreement, the written
change order or the fully executed City of Nashua Purchase Order shall control over the terms of the

Proposal.

2. WORK TO BE PERFORMED Except as otherwise provided in this contract, Professional Engineer shall
furnish all services, equipment, and materials and shall perform all operations necessary and required to
carry out and perform in accordance with the terms and conditions of the contract the work described.

AG | of 3

3. PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work by December
31, 2022 which date shall only be altered by mutually approved written agreement to extend the period of
performance or by termination in accordance with the terms of the contract. Professional Engineer shall
begin performance upon receipt of an Executed Contract and a valid Purchase Order issued from the City

of Nashua.

4, COMPENSATION. Professional Engineer agrees to perform the work for a total cost not to exceed
Dollars ( $225,365.00 )

The Contract Sum shall include all items and services necessary for the proper execution and completion
of the Work.

Unless Professional Engineer has received a written exemption from the City of Nashua, Professional
Engineer shall submit monthly requests for payment for services performed under this agreement in
accordance with the values stated in the Agreement. Such requests shall be supported by such data
substantiating the Professional Engineer’s right to payment as the City of Nashua may reasonably require.
Professional Engineer shall submit monthly requests for payment for services performed under this
agreement shall be submitted as follows:

> Electronically via email to VendorAPInvoices@NashuaNH.gov
OR

> Paper Copies via US Mail to:

City of Nashua, City Hall
Accounts Payable

229 Main Street

Nashua, NH 03060

Please do not submit invoices both electronically and paper copy.

In addition, and to facilitate the proper and timely payment of applications, the City of Nashua requires
that all submitted invoices contain a valid PURCHASE ORDER NUMBER.

Requests for payment shall be submitted no later than fifteen (15) days after the end of each month and
must include a detailed summary of the expenditures reported in a form that supports the approved budget.
Specifically, Professional Engineer agrees to provide the following with each request for payment:

!. Appropriate invoice forms. The forrns shall include the project purchase order number, a listing
of personnel hours and billing rates, and other expenditures for which payment is sought.

2. A progress report. The report shall include, for each monthly reporting period, a description of
the work accomplished, problems experienced, upcoming work, any extra work carried out, and a
schedule showing actual expenditures billed for the period, cumulative total expenditures billed
and paid to date under the contract, and a comparison of cumulative total expenditures billed and

paid to the approved budget.

The City of Nashua will pay for work satisfactorily completed by Professional Engineer. The City of
Nashua will pay Professional Engineer within 30 days of approval by the City of Nashua of the submitted
invoice forms and progress reports. The City of Nashua will make no payments until the invoice forms and
progress reports have been submitted and approved.

AG 27 of3

5. EFFECTIVE DATE OF CONTRACT. This contract shall not become effective until and unless approved
by the City of Nashua.

6. NOTICES. All notices, requests, or approvals required or permitted to be given under this contract shall
be in writing, shall be sent by hand delivery, overnight carrier, or by United States mail, postage prepaid,
and registered or certified, and shall be addressed to:

CITY OF NASHUA REPRESENTATIVE: REPRESENTATIVE:

Tim Cummings Robin Bousa

Director of Economic Development Vanasse Hangen Brustlin Inc. (VHB)
City of Nashua 2 Bedford Farms Dr. Suite 200

Bedford, NH 03110

Any notice required or permitted under this contract, if sent by United States mail, shall be deemed to be
given to and received by the addressee thereof on the third business day after being deposited in the mail.
The City of Nashua or Professional Engineer may change the address or representative by giving written
notice to the other party.

IN WITNESS WHEREOF, the parties hereto have caused this contract to be signed and intend to be legally
bound thereby.

Zz (Op ton Pra

City of Nashua, NH (signdture) Vanasse Hangen Brustlin, Inc. (signature)
Tim Cummings, Dir. Econ. Dev. Robin Bousa, Managing Director
(Printed Name and Title) (Printed Name and Title)

4/26/22 4/97/22.
Date Date

AG 3 of 3

sn w Fw NY

EXHIBITA
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIONAL ENGINEER STATUS
STANDARD OF CARE

CITY OF NASHUA REPRESENTATIVE
CHANGES TO SCOPE OF WORK
CIty OF NASHUA COOPERATION

DISCOVERY OF CONFLICTS, ERRORS, OMISSIONS, AMBIGUITIES, OR

DISCREPANCIES
TERMINATION OF CONTRACT
DISPUTE RESOLUTION

NO DAMAGES FOR DELAY
INSURANCE
INDEMNIFICATION

FISCAL CONTINGENCY
COMPENSATION
COMPLIANCE WITH APPLICABLE LAWS
NONDISCRIMINATION
ENDORSEMENT

ASSIGNMENTS, TRANSFER, DELEGATION, OR SUBCONTRACTING

CITY INSPECTION OF CONTRACT MATERIALS
DISPOSITION OF CONTRACT MATERIALS

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS
FINAL ACCEPTANCE

TAXES

NON-WAIVER OF TERMS AND CONDITIONS

RIGHTS AND REMEDIES

PROHIBITED INTERESTS

THIRD PARTY INTERESTS AND LIABILITIES
SURVIVAL OF RIGHTS AND OBLIGATIONS
SEVERABILITY

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT
CHOICE OF LAW AND VENUE

TIME IS OF THE ESSENCE

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General Terms and. Conditions

DEFINITIONS Unless otherwise required by the context, “Professional Engineer”, and its
successors, transferees and assignees (together “Professional Engineer”) includes any of the
Professional Engineer's consultants, sub consultants, contractors, and subcontractors

PROFESSIONAL ENGINEER STATUS The parties agree that Professional Engineer shall have the
status of and shall perform all work under this contract as a Professional Engineer, maintaining
control over all its consultants, sub consultants, contractors, or subcontractors. The only contractual
relationship created by this contract is between the City of Nashua and Professional Engineer, and
nothing in this contract shall create any contractual relationship between the City of Nashua and
Professional Engineer's consultants, sub consultants, contractors, or subcontractors. The parties
also agree that Professional Engineer is not a City of Nashua employee and that there shall be no:

(1) Withholding of income taxes by the City of Nashua:

(2) Industrial insurance coverage provided by the City of Nashua;

(3) Participation in group insurance plans which may be available to employees of the
City of Nashua;

(4) Participation or contributions by either the Professional Engineer or the City of
Nashua to the public employee’s retirement system;

(5) Accumulation of vacation leave or sick leave provided by the City of Nashua;

(6) Unemployment compensation coverage provided by the City of Nashua.

STANDARD OF CARE Professional Engineer shall be responsible for the professional quality,
technical accuracy, timely completion, and coordination of all work performed under this contract.
Professional Engineer warrants that all work shall be performed with the degree of professional
skill, care, diligence, and sound practices and judgment that are normally exercised by recognized
professional firms with respect to services of a similar nature. It shall be the duty of Professional
Engineer to assure at its own expense that all work is technically sound and in conformance with
all applicable federal, state, and local laws, statutes, regulations, ordinances, orders, or other
requirements. In addition to all other rights which the City of Nashua may have, Professional
Engineer shall, at its own expense and without additional compensation, re-perform work to correct
or revise any deficiencies, omissions, or errors in the work or the product of the work or which
result from Professional Engineer's failure to perform in accordance with this standard of care. Any
approval by the City of Nashua of any products or services furnished or used by Professional
Engineer shall not in any way relieve Professional Engineer of the responsibility for professional
and technical accuracy and adequacy of its work. City of Nashua review, approval, or acceptance
of, or payment for any of Professional Engineer's work under this contract shall not operate as a
waiver of any of the City of Nashua's rights or causes of action under this contract, and Professional
Engineer shall be and remain liable in accordance with the terms of the contract and applicable law.

Professional Engineer shall furnish competent and skilled personnel to perform the work under this
contract. The City of Nashua reserves the right to approve key personnel assigned by Professional
Engineer to perform work under this contract. Approved key personnel shall not be taken off of
the project by Professional Engineer without the prior written approval of the City of Nashua,
except in the event of termination of employment. Professional Engineer shall, if requested to do
so by the City of Nashua, remove from the job any personnel whom the City of Nashua determines
to be incompetent, dishonest, or uncooperative.

CITY OF NASHUA REPRESENTATIVE The City of Nashua may designate a City of Nashua
representative for this contract. If designated, all notices, project materials, requests by

GC 2 of 11