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Touloukian Touloukian Inc. Boston MA 02170
Acohitecture + Urban Desian T+1 547 528 0884

ww torch com

27 July 2020

Greg Bakos, Principal Engineer
VHB

99 High Street,

10th Flocr. -.

Bosion, MA 02710

Re: Nashua Riverfront Parc ce la Renaissance Pavilion Project
cc: Bob Uhlig — Halvorson Tighe & Bond Studio (HTB)

Piease find below an cutline of services and fees jor your review. Information provided is based
on limited understanding of the site and its requirements.

Part |: Existing Conditions and Proposed Site Flan:

e Client and its consultanis are to provide existing site plan with geo technical report, and
proposed site pian. Client to provide site files in CAD and pdf with urban context in 3D
skeich up.

« TT to review documenis, and include files in Part ll conceptual design studies.

Part li: Concepiual Design: (Estimated Schedule 2-3 mos’.

e First Meeting: Based on HTB March 2020, Site Plan A-Concept plan, TT will provide (2)
design variations for review with the City and design team. Presentation will include 3D
sketch up models, precedent images, and conceptual site plan.

e Second Meeting: Based on one preferred direction from the meeting above, TT to
develop (1) design option and provide revised presentation that Includes 3D sketch up
models, precedent images and conceptual site plan.

Part Ill: Desion Develooment/Consitruction Documents (Estimated Schedule 3-4 mos):
» Provide construction documents for the preferred design option above.
e include structural engineering drawings and speciiications with bid submission.
e Include (2} meetings with the Client io review progress. Include 100% DD set, 90% CD
progress sets, and Bid Set submission.

Part IV: Other:

e Design assumes conventional concrete spread footing and foundation wail structure set
max below grade at frost line and not submerged inte the water. Geo-technical report by
others.

Includes conventional ambient jighting. Does not include stage lighting or rigging. Lighting
design and electrical engineer by others.

Open air structure with no wails, and roof with louvers.

Front end specifications (conventionally Division 0 and 1} by others.

Construction Cost estimate by others. TT understands that the construction cost budget
is estimated at 500-550k max. Increase in approved costs may reflect a change in fee.

» LEED services not included and can be provided as an additional service.

e

Pari V: Fees
*» Fee is estimated ai $119,000 which includes $42,500 for Part | and ||, and $78,500 for
Part lll. Fee includes allowance of 12.5k for structural engineer and allowance of 3.0k for
CSI specifications. includes an allowance of 1.0k for reimbursables.
« Schedule is understoed to have work completed continuously within 6 mos.
» Fee is good for 30 days after date of submission.

Sincerely,
Touloukian Touloukian inc., Theodore Touloukian, AIA, As President

\ THE CITY OF NASHUA “the Cate City

Economic Development

To: L. Wilshire, President
From: T. Cummings, Director
Ce: Members of the Board of Aldermen

Date: July 27, 2020
Re: Communication —- Approval & Place on File A Contract Amendment for Professional

Engineering Services related fo the Nashua Downtown Riverfront Implementation Project
Hayner/Swanson, Inc.

The Tax Increment Financing Development Program and Financing Plan adopted by the Board
through the passage of O-18 -006, states that the City Economic Development Director shall be
the Administrator of the District and shall have the power to, inter alia, “negotiate and sign,
upon the approval of the Board of Aldermen, any contracts relative to the design, engineering,
construction, or operations of any phase or component of the activities proposed under this
Plan.”

On May 26, 2020, the Board approved the attached Professional Engineering Services Contract
related to the Nashua Downtown Riverfront Implementation Project with Hayner/Swanson, Inc.,
along with Exhibit B outlining the scope and basis for fees.(“HSI Contract”) The HSI Contract
is the City’s standard Professional Engineer services contract.

Hayner/Swanson is the project Surveyor and the work as described in the concept plan contract
with VHB needs to occur. The HSI Contract brought Hayner/Swanson on board with a limited
scope of work and fee to start assisting with the project separate from being a sub consultant to
VHB. Further work is required, however, and the proposed amendment transfers $86,205.00
from Purchase Order 154005, as the attached correspondence by VHB describes, and move the
scope of work described in the amendment from Hayner/Swanson as a sub to VHB to
Hayner/Swanson as a direct contractor for the City. The balance of the quote will come from
the TIF account created for the implementation of the downtown riverfront project.

Pursuant to NRO §5-91 relative to Contract Amendments and in conforming with the Tax
Increment Financing Development Program and Financing Plan, I am requesting the approval of

the Board of Aldermen for the award of the attached contract amendment of $118,730.00.

Following is a table to better show the sources of funds:

Release/Transfer of VHB PO 154005 | $86,205.00

Riverfront TIF Account | $32,525.00

Total | $118,730.00

Exhibit A

DeRoche, Amy ~

From: Bakos, Greg <gbakos@VHB.com>
Sent: Friday, July 10, 2020 2:09 PM

To: Cummings, Tim

Cc: DeRoche, Amy; Bussiere, Louise
Subject: HSI Release

CAUTION: This email came from ouiside of the organization, Do not click links/onen altachments if source is

ubknown

Hi Tim,

Pursuant to our conversation today Iam providing this email to formally release funds in our Nashua Riverfront Project
contract (P.O. 154005) that were intended to cover survey services by Hayner/Swanson, Inc. (HSI. Our understanding is
that HSI will contract directly with the City and therefore their scope is also removed from our contract.

The amount of the released funds = $82,100 + 5% administration fee = $86,205.

Regards,

-Greg

Gregory L. Balcos, PE, NCICS
Principal

? Bedford Farms Drive

Sune 200

Engineers | Scientists | Planners | Designers
www,vhb,coem

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This coramun copying, at disclosure of this

COMMDUTHCATOT IS.

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. PaEnSruasion error, conversion, media de SHO

BANLOILOC 5

CONTRACT FOR PROFESSIONAL SERVICES

A CONTRACT BETWEEN

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

Hayner/Swansen, Ine.
and its successors, transferees and assignees (together “Professional Engineer’)
NAME AND TITLE OF PROFESSIONAL ENGINEER

3 CONGRESS STREET
NASHUA, NH 03062

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—March 6, 2020 Proposal from Hayner/Swanson, Inc. describing scope and basis of fee

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 1 of3

3, PERIOD OF PERFORMANCE. Professional Engineer shall perform and complete all work by December
31, 2020 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 cast not to exceed
Twenty Four Thousand Dollars ($24,000 }

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

Uniess 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 VendorAPInvaicesiaNashuaNH ov
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 electronicaily 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.

of the work accomplished, problems experienced, upcoming wark, 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.

2. A progress report: The report shall include, for each monthly reporting period, a description

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

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

6. NOTICES. All notices. requesis. 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 John C. Vancor, P.E., Vice Pres.
Director of Economic Development Hayner/Swanson, Inc.

City of Nashua

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.

City of Nashua, NH (signature) (signature)

“ - CK AS |
we a LW

Tun Cummings, Dir. Econ, Dev, John C. Vancor, PEL, Vice President
(Printed Name and Title) (Printed Nanie and Title)
Date Date

AG 3 0f3

with Disabilities Act of 1990, § 12132, and Federal transit law at 49 U.S.C. § 5332, all as amended as well
as USDOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of
Transportation", 49 CFR Part 21. In addition, the Contractor agrees to comply with applicable Federal
implementing regulations and other implementing requirements FTA may issue.

b, Equal Employment Opportunity

The Contractor will not discriminate against any employee or applicant for employment because of race,
color, creed, sex, disability, age, or national origin. The Contractor agrees to take affirmative action to ensure
that applicants are employed, and that employees are treated during employment, without regard to their
race, color, creed, sex, disability, age, or national origin. Such action shall include, but not be 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.
The Contractor shall insert the foregoing provision (modified only to show the particular contractual
relationship) in all its third party contracts, except contracts for standard commercial supplies or raw materials
and construction contracts, and shall require all such third party contractors to insert a similar provision in all
subcontracts, except contracts for standard commercial supplies or raw materials.

c. Access Requirements for Individuals with Disabilities

The Contractor shall comply with 49 USC 5301(d), stating Federal policy that the elderly and persons with
disabilities have the same rights as other persons fo use mass transportation services and facilities and that
special efforts shall be made in planning and designing those services and facilities to implement that policy.
The Contractor shall also comply with all applicable requirements of Sec, 504 of the Rehabilitation Act (1973),
as amended, 29 USC 794, which prohibits discrimination on the basis of handicaps, and the Americans with
Disabilities Act of 1990 (ADA), as amended, 42 USC 12101 et seq., which requires that accessible facilities
and services be made available to persons with disabilities, including any regulations and subsequent
amendments.

d. Inclusion

The Contractor agrees to include the requirements of subsections (a) —(c) in each subcontract financed in
whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected
parties,

e, Disadvantaged Business Enterprise (DBE)

This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation
by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs.
The national goal for participation of Disadvantaged Business Enterprises (OBE) is 10%. Nashua Transit's
overall goal for DBE participation is .7%. A separate contract goal has not been established for this
procurement.

The Contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of
this contract, The Contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and

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EXHIBIT A
TABLE OF CONTENTS
GENERAL CONDITIONS

DEFINITIONS

PROFESSIGNAL ENGINEER STATUS
STANDARD OF CARE

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

DISCOVERY OF CONELICTS, 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

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to

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 consuitants, 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 ihe 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 io 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 ali other rights which the City of Nashua may have,
Professional Engineer shall, at its own expense and without additional compensation, re-perform
work fo 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 shal! 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.

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