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20.

Professional Engineer agrees to assist disadvantaged business enterprises in obtaining business
opportunities by identifying and encouraging disadvantaged suppliers, consultants, and sub
consultants to participate to the extent possible, consistent with their qualification, quality of work,
and obligation of Professional Engineer under this contract.

In connection with the performance of work under this contract, Professional Engineer agrees not
to discriminate against any employee or applicant for employment because of race, creed, color,
national origin, sex, age, or sexual orientation. This agreement includes, but is not limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination, rates of pay or other forms of compensation, and selection for training,
including apprenticeship.

Professional Engineer agrees, if applicable, to insert these provisions in all subcontracts, except for
subcontracts for standard commercial supplies or raw materials. Any violation of any applicable
provision by Professional Engineer shall constitute a material breach of the contract.

. ENDORSEMENT Professional Engineer shall seal and/or stamp and sign professional documents

including drawings, plans. maps, reports, specifications, and other instruments of service prepared
by Professional Engineer or under its direction as required under the laws of the State of New

Hampshire.

. ASSIGNMENT, TRANSFER, DELEGATION, OR SUBCONTRACTING Professional Engineer shall not

assign, transfer, delegate, or subcontract any rights, obligations, or duties under this contract
without the prior written consent of the City of Nashua. Any such assignment, transfer, delegation,
or subcontracting without the prior written consent of the City of Nashua is void. Any consent of
the City of Nashua to any assignment, transfer, delegation, or subcontracting shall only apply to
the incidents expressed and provided for in the written consent and shall not be deemed to be a
consent to any subsequent assignment, transfer, delegation, or subcontracting. Any such
assignment, transfer, delegation, or subcontract shall require compliance with or shall incorporate
all terms and conditions set forth in this agreement, including all incorporated Exhibits and written
amendments or modifications. Subject to the foregoing provisions, the contract inures to the benefit
of, and is binding upon, the successors and assigns of the parties.

CITY INSPECTION OF CONTRACT MATERIALS The books, records, documents and accounting
procedures and practices of Professional Engineer related to this contract shall be subject to
inspection, examination and audit by the City of Nashua, including, but not limited to, the
contracting agency, 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 tn 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

GC 8 of #1

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Engineer's expense, to the City of Nashua. Professional Engineer shall not use, willingly allow or
cause to have such materials used for any purpose other than the performance of Professional
Engineer's obligations under this contract without the prior written consent of the City of Nashua.

PUBLIC RECORDS LAW, COPYRIGHTS, AND PATENTS Professional Engineer expressly agrees that
all documents ever submitted, filed, or deposited with the City of Nashua by Professional Engineer
(including those remitted to the City of Nashua by Professional Engineer pursuant to paragraph
20), unless designated as confidential by a specific statue of the State of New Hampshire, shall be
treated as public records and shall be available for inspection and copying by any person, or any
governmental entity.

No books, reports, studies, photographs, negatives or other documents, data, drawings or other
materials including but not limited to those contained in media of any sort (e.g., electronic,
magnetic, digital) prepared by or supplied to Professional Engineer in the performance of its
obligations under this contract shall be the subject of any application for a copyright or patent by
or on behalf of Professional Engineer. The City of Nashua shall have the right to reproduce any
such materials.

Professional Engineer expressly and indefinitely waives all of its rights to bring, including but not
limited to, by way of complaint, interpleader, intervention, or any third party practice, any claims,
demands, suits, actions, judgments, or executions, for damages or any other relief, in any
administrative or judicial forum, against the City of Nashua or any of its officers or employees, in
either their official or individual capacity of the City of Nashua, for violations of or infringement
of the copyright or patent laws of the United States or of any other nation. Professional Engineer
agrees to indemnify, to defend, and to hold harmless the City of Nashua, its representatives, and
employees from any claim or action seeking to impose liability, costs, and attorney fees incurred
as a result of or in connection with any claim, whether rightful or otherwise, that any material
prepared by or supplied to Professional Engineer infringes any copyright or that any equipment,
material, or process (or any part thereof} specified by Professional Engineer infringes any patent.

Professional Engineer shall have the right, in order to avoid such claims or actions, to substitute at
its expense non-infringing materials, concepts, products, or processes, or to modify such infringing
materials, concepts, products, or processes so they become non-infringing, or to obtain the
necessary licenses to use the infringing materials, concepts, products, or processes, provided that
such substituted or modified materials, concepts. products, or processes shall meet all the
requirements and be subject to all the terms and conditions of this contract.

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 Director of
Economic Development 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.

GC 9 of 11

24. NON-WAIVER OF TERMS AND CONDITIONS None of the terms and conditions of this contract shall

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be considered waived by the City of Nashua. There shall be no waiver of any past or future default,
breach, or modification of any of the terms and conditions of the contract unless expressly
stipulated to by the City of Nashua in a written waiver.

RIGHTS AND REMEDIES The duties and obligations imposed by the contract and the rights and
remedies available under the contract shall be in addition to and not a limitation of any duties,
obligations, rights, and remedies otherwise imposed or available by law.

PROHIBITED INTERESTS Professional Engineer shall not allow any officer or employee of the
City of Nashua to have any indirect or direct interest in this contract or the proceeds of this contract.
Professional Engineer warrants that no officer or employee of the City of Nashua has any direct or
indirect interest, whether contractual, noncontractual, financial or otherwise, in this contract or in
the business of Professional Engineer. If any such interest comes to the attention of Professional
Engineer at any time, a full and complete disclosure of the interest shall be immediately made in
writing to the City of Nashua. Professional Engineer also warrants that it presently has no interest
and that it will not acquire any interest, direct or indirect, which would conflict in any manner or
degree with the performance of services required to be performed under this contract. Professional
Engineer further warrants that no person having such an interest shall be employed in the
performance of this contract. If City of Nashua determines that a conflict exists and was not
disclosed to the City of Nashua, it may terminate the contract at will or for cause in accordance

with paragraph 8.

In the event Professional Engineer (or any of its officers, partners, principals, or employees acting
with its authority) is convicted of a crime involving a public official arising out or in connection
with the procurement of work to be done or payments to be made under this contract, City of
Nashua may terminate the contract at will or for cause in accordance with paragraph 8. Upon
termination, Professional Engineer shall refund to the City of Nashua any profits realized under
this contract, and Professional Engineer shall be liable to the City of Nashua for any costs incurred
by the City of Nashua in completing the work described in this contract. At the discretion of the
City of Nashua, these sanctions shall also be applicable to any such conviction obtained after the
expiration or completion of the contract.

Professional Engineer warrants that no gratuities (including, but not limited to, entertainment or
gifts) were offered or given by Professional Engineer to any officer or employee of the City of
Nashua with a view toward securing a contract or securing favorable treatment with respect to the
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

GC 10 of 11

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32.

jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity or
unenforceability of any particular provision of this contract shall not affect any other provision, the
contract shall be construed as if such invalid or unenforceable provisions were omitted, and the
parties may renegotiate the invalid or unenforceable provisions for sole purpose of rectifying the
invalidity or unenforceability.

MODIFICATION OF CONTRACT AND ENTIRE AGREEMENT This contract constitutes the entire
contract between the City of Nashua and Professional Engineer. The parties shall not be bound by
or be liable for any statement, representation, promise, inducement, or understanding of any kind
or nature not set forth in this contract. No changes, amendments, or modifications of any terms or
conditions of the contract shall be valid unless reduced to writing and signed by both parties.

CHOICE OF LAW AND VENUE This contract 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.

GC If of 11

EXHIBIT B

=
vhb 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 preliminary 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.

i
vhb Final Design Services for Downtown Riverfront Implementation

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 items 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.

VHB-Vanasse Hangen Srustiin, inc.
2 Bedford Farms Dr, Suite 200
Bedford, NH 03110

Breakdown of Tasks, Personnel Hours, and Cost

BREAKDOWN OF TASKS - WATER STREET FINAL DESIGN

City of Nashua, NH

Total
QAIQC & Task Senior Sr.CADO | Admin. CACO
Tasks cM Managers Engineer Engineer Tech. Tech Hours Cabo Amounts
Final Plans (90%)
General Plan
Set Alignment a 3 $285
Label Curbing Gaometry and Provide Curting Table 2 4 4 19 $1 150
Drainage Modificalions and Notes 2 1 4 4 1 $1,365
Construction Notes 2 1 3 6 $930
Signing and Pavement Marking Plan 1 1 2 6 10 $1.230
Sign Summary Sheet 1 4 Ej $715
Bridge Railing Modifications 2 8 8
Detail Sheets) 4 2 4 4 6 20 $2880
Traffic Signal Modifications (Water St at Main St} 1 2 4 6 13 $1.775
100% Flans Incl. Response to Comments 6 4 2 4 4 4 24 $3,660
‘Special Provisions 4 4 6 14 $2.590
Coordination with CM dunng their Contractor Procurement 4 4 4 12 $2 300
Project Meatings / Corespondence/Coardinaton with City 12 12 24 $5 160
Subtotal 38 4 18 30 26 24 152 $24,040
TOTAL HOURS 38 4 18 30 26 24 152
HOURLY RATES $215.00 $215.00 $145.00 $95.00 $125.00 $85.00
LABOR COSTS $8,170 $7,310 $2,610 $2,850 $3,250 $2,040 $26,230
TOTAL LABOR = $26.230 00

VHB Water Street Final Design Fee 2022 05-19 ORAFT

Cate 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. (WHB)
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 I 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:

1. Appropriate invoice forms. The forms 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 2 of 3

§, 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.

Jun = (Ppl Praar

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

4/26/22 4/27/22
Date Date

AG 3 of 3