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SECTION 8,03. Covenants. The Company should fail to perform or comply with any
covenant set forth in Articte 5 hereof (other than Sections 5.01, 5.06(F} and 5.10} and such failure
continues for 30 days after written notice thereof shail have been delivered to the Company by CoBank.

SECTION 3.04. Other Covenants and Agreements. The Company should fai! to perform or
comply with Sections 5.01, 5.06{F} or 5.10, or any other covenant or agreement contained herein or in
any Promissory Note and Supplement, or shall use the proceeds of any loan for any unauthorized
purpose.

SECTION 8.05. Cross Default, The Company should, after any applicable grace period,
breach or be in default under the terms of any other Loan Document. any other agreement with CoBank,
or any agreement with any affiliate of CoBank, incliding the Farm Credit Leasing Services Corporation.

SECTION 8.06. Other Indebtedness. The Company should fail to pay when due any
indebtedness to any other person or entity for borrowed money or any long-term obligation for the
deferred purchase price af property (including any capitalized lease}, or any other event occurs which,
under any agreement or instrument relating to such indebtedness or obligation, has the effect of
accelerating or permitting the acceleration of such indebtedness or obligation, whether or not such
indebtedness or obligation is actually accelerated or the right to accelerate is conditioned on the giving of
notice, the passage of time, or otherwise.

SECTION #.07. Judgments. A judgment, decree. or order for the payment of money shall
have been rendered against the Company and either: (A) enforcement proceedings shall have been
commenced; (B} a Lien having priority over any Lien of CoBank shall have been obtained; or (C} such
judgment. decree, or order shall continue unsatisfied and in effect for a period of 30 consecutive days
without being vacated, bonded, discharged, satisfied. or stayed pending appeal.

SECTION 8.08. Insolvency, Etc. The Company shal: (A} become insolvent or shal!
generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become
due; or (B) suspend its busincss operations or a material part thereof; or (C) apply for, consent to, or
acquiesce in the appointment of a trustee, receiver, or other custodian for it or any of its property; or (D)
have commenced against it any action or proceeding for the appointment of a trustee, receiver, or other
custodian, or a trustee, receiver, or other custodian is appointed for all or any part of its property; (E)
have commenced against it any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution, or liquidation law of any jurisdiction; or (F) make an assignment for
the benefit of creditors or commence any proceeding under any bankruptcy, reorganization, arrangement,
readjustment of debt, dissolution, or liquidation law of any jurisdiction.

SECTION 6.09%. Casualty or Condenination. All or a material portion af the assets of the
Company: (A) are destroyed in a casualty or ike event (regardless of the cause); or (B) are actually taken
in a condemnation action or proceeding or in a like proceeding or are sold or otherwise transferred in lieu
thereof or pursuant to any right of any governmental authority to direct the sale of transfer thereof

SECTION 8.10. Material Adverse Change. Any material adverse change occurs, as
reasonably determined by CoBank, in the condition, financial or otherwise, operations, business or
properties of the Company or in its ability to perform ‘is obligations hereunder, under any security
instrument or document, or under any other Loan Document.

te

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

May 13, 2021
Memo #21-124

TO: Mayor Donchess
Finance Committee

SUBJECT: Engineering Services for Pedestrian Bridge Infrastructure in the amount of $14,251 funded from
accounts 53107 Architect & Engineering Services

Please see attached communications from Daniel Hudson, City Engineer, dated April 29, 2021 for project specific
details related to this purchase. Below please find a summary of the purchase approval request:

Item: On-Call Engineering Services Task #1 to include field observations, assessments &
recommendations for maintenance of all 16 city owned pedestrian bridges and retaining
wall along Franklin Street.

Value: not to exceed $14,251

Vendor: Hoyle, Tanner & Associates

Department: 160 Engineering

Source Fund: 53107 Architect & Engineering Services

Ordinance: Pursuant to § 5-78 Major purchases (greater than $10,000) A. All supplies and contractual services,
except as otherwise provided herein, when the estimated cost thereof shall exceed $10,000 shall
be purchased by formal, written contract from the lowest responsible bidder, after due notice
inviting bids.

A competitive bidding RFQ for this project was issued on 9/2/2020 and proposals were received from the following
companies:
Beta Group, Manchester NH
CMA Engineers, Manchester NH
DuBois & King, Bedford NH
Greenman Pedersen Inc, Bedford NH
Hoyle, Tanner & Assoc, Manchester NH
McFarland Johnson, Concord NH
Milone & MacBroom Inc, Bedford NH
The Engineering Corp, Hampton NH
Weston & Sampson, Manchester NH

Wright — Pierce, Manchster NH

The Board of Public Works (4/29/21 BPW meeting), Division of Public Works: Engineering, and the Purchasing
Department respectfully request your approval of this contract.

Regards,
Kelly Parkinson, Purchasing Manager

Ce: D Hudson C O'Connor

To:

From:

Re:

F. Motion:

Attachments:

Discussion:

City of Nashua, Public Works Division

Board of Public Works Meeting Date: April 29, 2021

Daniel Hudson, P.E., City Engineer
Engineering Department

Multi-year On-Call Engineering Services Contract and Task Order #1 for
Structural Investigations of Pedestrian Bridges

To approve a multi-year on-call engineering services contract with Hoyle, Tanner
& Associates, Inc. of Manchester, NH, and further to approve Task Order #1
under that contract for Structural Investigations in an amount not to exceed
$14,251. Funding will be through Department: 160 Admin/Engineering; Fund:
General; Account Category: 53 Professional and Technical Services $12,000 and
Department: 161 Streets; Fund: Capital; Activity: Infrastructure Improvements
$2,251.

Scope of Services

The Division of Public Works selected Hoyle, Tanner & Associates, Inc. (HTA)
for Engineering Services for Highway, Bridge, Traffic, and Bicycle/Pedestrian
Infrastructure under RFQ0657-092420. Consultant support is often needed to
supplement in-house engineering services, due to magnitude of project scope,
urgency of need, or requirement for specific expertise. Public Works desires to
engage in a multi-year contract with HTA, where base contract terms are
established and support services are contracted as needed through subsequent task
orders, each with a defined scope and fee.

Under Task Order #1 HTA will perform field observations, and provide
assessments and recommendations for maintenance of all 16 City-owned pedestrian
bridges, as well as a retaining wall along Franklin Street. Periodic inspections of
these bridges by a qualified structural expert is appropriate to ensure they are in a
safe condition and to plan for future maintenance.

CONTRACT FOR PROFESSIONAL SERVICES

ENGINEERING SERVICES FOR HIGHWAY, BRIDGE, TRAFFIC AND
BICYCLE / PEDESTRIAN INFRASTRUCTURE

A CONTRACT BETWEEN

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

HOYLE, TANNER & ASSOCIATES, INC.
and its successors, transferees and assignees (together “Professional Engineer”)
NAME AND TITLE OF PROFESSIONAL ENGINEER

150 Dow STREET; MANCHESTER, NH 03101
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 -- Hoyle, Tanner & Associates, Inc Task Order #1 proposal dated April 19, 2021

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.

AG 1 of 3

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.

DESCRIPTION OF WORK:

Professional Engineering Services related to specific tasks requested by the City of an undefined
duration and quantity. Tasks may be related to bridges, roadways, facilities, parks, levees, or other
infrastructure assets owned and maintained by the City. Compensation and completion schedules
for specific tasks will be defined in Task Orders specific to the task which will reference this
Contract for all applicable terms and conditions.

3. PERIOD OF PERFORMANCE. This contract will be in place for a period of three (3) years from the
date of the Mayor’s signature on Page 3 of 3. Professional Engineer shall perform and complete all
work by the dates identified in specific Task Orders and shall only be altered by mutually approved
written agreement to extend 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, in accordance with the
appropriate Task Order.

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

AG 2 of 3

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.

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: PROFESSIONAL ENGINEER REPRESENTATIVE:

Daniel Hudson, PE; City Engineer Heidi J. Marshall, PE

City of Nashua, DPW Engineering Hoyle, Tanner & Associates, Inc.
9 Riverside Street 150 Dow Street

Nashua, NH 03062 Manchester, NH 03101

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) Hoyle, Tanner & Associates, Inc. (signature)
James W. Donchess, Mayor Matthew J. Low, Senior Vice President
(Printed Name and Title) (Printed Name and Title)

May 7, 2021

Date Date

AG 3 of 3

SND YF YP YR

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EXHIBIT A
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
Ciry 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
GC 1 of 13

1.

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.

GC 2 of 13

Project Information

Prime Contract Change Order (CO)

Prime Contract Change Order
003

Project # 21-004 NPD cO#

Title Nashua Police Department HVAC issue Date 10-January-2022

Address 28 Officer James Roche Drive Subject Additional Work — Tile & Gnd

City, State, Zip Nashua, NH 03082

Country

Contact Contact Tony DaCosta

Company City of Nashua Company Turmstone Corporation

Address 229 Main Street Address 479 Nashua Street

City, State, Zip Nashua, NH 03060 City, State, Zip Milford, NH 03055

Country Country

Phone Phone (603) 249-9300

Fax Fax (603) 673-6138

You are directed to make the following changes to this Contract:

Granite State Acoustics: $4,775.00

GUBR Insurance{.89%}) :$42.50

Bond Cost (1%): $47.75

CM Fee (15%): $716.25

All other tenms and conditions of the Contract Documents shall remain in effect

Original Contract Price $3,601,767.00
Net change by previous Change Orders $3,957.88
Contract Amount Prior to this Change $3,605,724.88
Amount of this Change Order $5,581.50
Revised Contract Amount, including this Change Order $3,611,306.38
Response:L] Accept 0 Do Not Accept

City of Nashua Tumstone Corporation

Company Company

By Date By Cate

Yeaton Associates

Company

By Date

Page Tt of 7

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
Professional Engineer, and any other communication about the contract shall be addressed
or be delivered to the City of Nashua Representative.

CHANGES TO SCOPE OF WORK The City of Nashua may, at any time, by written order,
make changes to the general scope, character, or cost of this contract and in the services or
work to be performed, either increasing or decreasing the scope, character, or cost of
Professional Engineer's performance under the contract. Professional Engineer shall
provide to the City of Nashua within 10 calendar days, a written proposal for accomplishing
the change. The proposal for a change shall provide enough detail, including personnel
hours for each sub-task and cost breakdowns of tasks, for the City of Nashua to be able to
adequately analyze the proposal. The City of Nashua will then determine in writing if
Professional Engineer should proceed with any or all of the proposed change. Ifthe change
causes an increase or a decrease in Professional Engineer's cost or time required for
performance of the contract as a whole, an equitable adjustment shall be made and the
contract accordingly modified in writing. Any claim of Professional Engineer for
adjustment under this clause shall be asserted in writing within 30 days of the date the City
of Nashua notified Professional Engineer of the change.

When Professional Engineer seeks changes, Professional Engineer shall, before any work
commences, estimate their effect on the cost of the contract and on its schedule and notify
the City of Nashua in writing of the estimate. The proposal for a change shall provide
enough detail, including personnel hours for each sub-task and cost breakdowns of tasks,
for the City of Nashua to be able to adequately analyze the proposal. The City of Nashua
will then determine in writing if Professional Engineer should proceed with any or all of
the proposed change.

Except as provided in this paragraph, Professional Engineer shall implement no change
unless the City of Nashua in writing approves the change. Unless otherwise agreed to in
writing, the provisions of this contract shall apply to all changes. The City of Nashua may
provide verbal approval of a change when the City of Nashua, in its sole discretion,
determines that time is critical or public health and safety are of concern. Any verbal
approval shall be confirmed in writing as soon as practicable. Any change undertaken
without prior City of Nashua approval shall not be compensated and is, at the City of
Nashua's election, sufficient reason for contract termination.

CITY OF NASHUA COOPERATION The City of Nashua agrees that its personnel will
cooperate with Professional Engineer in the performance of its work under this contract
and that such personnel will be available to Professional Engineer for consultation at
reasonable times and after being given sufficient advance notice that will prevent conflict

GC 3 of 13