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attorney’s fees, costs and expenses of any kind or nature in any manner caused, occasioned, or
contributed to in whole or in part by reason of any negligent act, omission, or fault or willful
misconduct, whether active or passive, of Professional Engineer or of anyone acting under its
direction or control or on its behalf in connection with or incidental to the performance of this
contract. Professional Engineer’s indemnity and hold harmless obligations, or portions thereof,
shall not apply to liability caused by the sole negligence or willful misconduct of the party
indemnified or held harmless.

FISCAL CONTINGENCY All payments under this contract are contingent upon the availability to the
City of Nashua of the necessary funds. This contract shall terminate and the City of Nashua's
obligations under it shall be extinguished at the end of any fiscal year in which the City of Nashua
fails to appropriate monies for the ensuing fiscal year sufficient for the performance of this contract.

Nothing in this contract shall be construed to provide Professional Engineer with a right of payment
over any other entity. Any funds obligated by the City of Nashua under this contract that are not
paid to Professional Engineer shall automatically revert to the City of Nashua’s discretionary
control upon the completion, termination, or cancellation of the agreement. The City of Nashua
shall not have any obligation to re-award or to provide, in any manner, the unexpended funds to
Professional Engineer. Professional Engineer shall have no claim of any sort to the unexpended
funds.

COMPENSATION Review by the City of Nashua of Professional Engineer's submitted monthly
invoice forms and progress reports for payment will be promptly accomplished by the City of
Nashua. If there is insufficient information, the City of Nashua may require Professional Engineer
to submit additional information. Unless the City of Nashua, in its sole discretion, decides
otherwise, the City of Nashua shall pay Professional Engineer in full within 30 days of approval
of the submitted monthly invoice forms and progress reports.

COMPLIANCE WITH APPLICABLE LAWS Professional Engineer, at all times, shall fully and
completely comply with all applicable local, state and federal laws, statutes, regulations,
ordinances, orders, or requirements of any sort in carrying out the obligations of this contract,
including, but not limited to, all federal, state, and local accounting procedures and requirements,
all immigration and naturalization laws, and the Americans With Disabilities Act. Professional
Engineer shall, throughout the period services are to be performed under this contract, monitor for
any changes to the applicable laws, statutes, regulations, ordinances, orders, or requirements, shall
promptly notify the City of Nashua in writing of any changes to the same relating to or affecting
this contract, and shall submit detailed documentation of any effect of the change in terms of both
time and cost of performing the contract.

NONDISCRIMINATION If applicable or required under any federal or state law, statute, regulation,
order, or other requirement, Professional Engineer agrees to the following terms. Professional
Engineer will not discriminate against any employee or applicant for employment because of
physical or mental handicap in regard to any position for which the employee or applicant for
employment is qualified. Professional Engineer agrees to take affirmative action to employ.
advance in employment, or to otherwise treat qualified, handicapped individuals without
discrimination based upon physical or mental handicap in all employment practices, including but
not limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising,
layoff, termination, rates of pay, or other forms of compensation and selection for training,
including apprenticeship.

Without limitation of the foregoing, Professional Engineer's attention is directed to “Title 41”Public
Contracts and Property Management” C.F.R. Subtitle B “Other Provisions Relating to Public
Contracts” Section 60 “Office of Federal Contract Compliance Programs, Equal Employment,
Department of Labor” which, by this reference, is incorporated in this contract.

GC 7 of 11

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18.

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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 in 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 11

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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), uniess 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 ali 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.

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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 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 Inthe 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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jurisdiction, or is found to be in violation of state statutes or regulations, the invalidity or
unenforceability of any particular provision of this contract shal! 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 11 of 11

Preamble

The Following is a Scope of work and Fee is for final design. It is understood and acknowledged
this will be a phased approached with an initial phase of not to exceed $350,000.00 being
authorized out of the total $404,340.00 as outlined in the following pages. The work will be
prorated accordingly as mutually agreed to in writing prior to any issuance of a notice to proceed.

It is further acknowledged and understood by all parties that no work or task shall occur without
the prior written authorization from the City of Nashua.

EXHIBIT B
The H.L. Turner Group Inc.

27 Locke Road Concord, NH 03301‘ t: 603.228.1122 hiturner.com

May 11, 2022

Mr. Timothy Cummings

Director of Economic Development
City of Nashua

229 Main Street

Nashua, NH 03060

SUBJECT: Proposal for Engineering Design Services
Nashua Riverfront Development Project
Nashua, New Hampshire

Dear Mr. Cummings:

Per your request, The H.L, Turner Group Inc. {TTG) offers the following proposal to the City
of Nashua (City) to provide certain final engineering design in conjunction with the City's
Nashua Riverfront Development Project.

As the City is aware, TTG has been part of the project design team providing overall project
flood resiliency engineering and structural engineering design for the elevated walkway
portions of the project. The basis for final engineering design is shown and described on the
VHB, February 2, 2022, Nashua Riverfront Preliminary Design Plans and in the Preliminary
Design Narrative that was submitted to the City on the same date.

The following Scope of Services presents a general description of the TTG final engineering
work and follows the project scope breakdown identified in the VHB Preliminary Design
Narrative. Attachment A to this proposal is a breakdown of the man-hour effort to
complete the engineering and CAD work to prepare the final engineering design plans.
Construction plans and technical specifications will be prepared once permit comments are
received from the required regulatory agencies and the City’s Construction Manager (CM)
comments on the final engineering plans. The extent of comments is unknown at this time.
An allowance will be identified and carried in the TTG fee estimate.

SCOPE OF SERVICES

The following are considered basic services for the final design engineering scope:
Segment 1 —- Cotton Mill Bridge ADA Ramp
No TTG final engineering required.

Final Engineering Oesign Proposal 05-11-22 4920 1

a Ls
ARCHITECTS # ENGINEERS ® SUILDING SCIENTISTS

©Copyright 2022

Segment 2 — Path and Riverbank Enhancements

2.1 TTG will perform additional river normal and flood analyses to evaluate the flood
resiliency of Tighe & Bond’s riverbank protection system(s) and modifications to the
park and boardwalk alignment to avoid conflicts with the Eversource substation,

Segment 3 — Substation Screening

3.1 TTG will perform final and structural design for the metal screening structure based
on Payette Architect’s March 6, 2022 design.

3.2 TTG will perform preliminary (recently completed) and final structural design for the
screening structure foundation. Prepare final engineering plans and specifications

for review and approval by the City.

Note: A new or revised foundation design different from the preliminary design is
required as Eversource is not in agreement with the TTG preliminary design.

3.3 TTG will perform additional river normal and flood analyses to evaluate flood
resiliency of Tighe & Bond’s riverbank (cove) protection system(s).

Segment 4 — Boardwalk Connector

4.1 Perform river engineering analyses using the river model to determine scour, debris
and ice loading impacts for flood resiliency.

4.2 Perform structural design of the pile and pile foundation, the boardwalk/pile
connection, and other structural connections/details.

4.3 Prepare final engineering plans and specifications for City review and approval.

Segment 5 — Multi-Use Path Connector

5.1 Evaluate the proposed riverbank protection system by VHB or others for the
potential of erosion and scour using the river hydraulic model to determine bank
velocities and soil shear.

Segment 6 — 53 Main Street Boardwalk

6.1 Redesign the walkway piles consistent with avoiding the siphon sewer facility and
geotech recommendations being sought as part of final engineering design.

Final Engineering Design Proposal 05-11-22
4920

TURNER
GROUP

6.2

6.3

6.4

6.5

Verify using the river hydraulic model that there continues to be “0.00 ft rise” with
the redesigned elevated walkway piles.

Develop structural details for the boardwalk/pile and associated connections.
Evaluate the proposed riverbank protection under the boardwalk and around the
piles by VHB or others for the potential of erosion and scour using the river

hydraulic model to determine bank velocities and soil shear.

Prepare final engineering drawings and specifications for City review and approval.

Segment 7 — Riverfront Path Along BAE Property

7.1

Evaluate the proposed riverbank slope stabilization being proposed by VHB or
others for the potential of erosion and scour using the river hydraulic model to
determine the bank velocities and soil shear.

Segment 8 — New River Crossing (Pedestrian Bridge)

8.1

8.2

Evaluate, using the river hydraulic model, the impacts to the floodway and the “0.00
ft rise” criteria based on moving the bridge abutment to avoid interference with the
sewer interceptor.

Provide findings and recommendations on the bridge abutment relocation, and
impacts to erosion and scour to the river side slopes and channel.

Segment 9 — Southside Trail Improvements

No TTG final engineering required.

Segment 9-A — 58-60 Main Street to ADA Ramp Behind Library

No TTG final engineering required.

Segment 9-B — Library ADA Ramp to PanAm Bridge

No TTG final engineering required.

Segment 9-C — PanAm Bridge to Temple Street

No TTG final engineering required.

Final Engineering Design Proposal 05-11-22

4920

TURNER

GROUP

Board of Aldermen Page 9
September 27, 2016

Donchess. So many of my fellow friends and colleagues have already eloquently put many of the points
that | wanted to make tonight but I’d like to emphasize that the United Way’s support for participating in
One Greater Nashua and the step you would be taking as a municipality in joining the Welcoming City
and Counties Initiative. We are an organization of two staff people with dozens of Board members and
more than dozens of volunteers and hundreds of donors that work and fight every day for the health,
education, and economic mobility of every person in every community in the eleven communities that
surround Nashua. We have recognized the value of partnering with the Welcoming America Initiative to
address concerns about social inclusion and integration which is the first step in creating opportunities to
break down social barriers that help hold people back from achieving their best potential. We are not a
partisan organization. We see our work in not only helping the people who get to improve their lives
through the United Way’s work but also the communities become stronger and we view this Welcoming
Initiative from the municipality standpoint as an opportunity for us to put a stake in the ground that says
we are the kind of community that is taking this work seriously and we know that corporations will be
looking to that short list of cities that sign on to the Welcoming Initiative to place their future businesses
and we will, as service providers, continue to work to make sure that our residents are ready to fill those
jobs when they come. We are hoping that you will strongly consider partnering with us, the service
provider community and moving forward in this step to make our community the best that it can be.

Ms. Sandi Cotter, Ascentria Care Alliance Services for New Americans

We are one of the two agencies that does refugee resettlement here in Nashua. Nobody wants to be a
refugee. The people that we work with came from countries where they were born, raised families, built
homes, had careers and owned their own businesses. Because of the outcome of a political election, a
change in religious leadership or military violence, they were forced to leave those homes. They
appreciate the opportunity to be here in Nashua. With their refugee status come tremendous demands
and they rise to meet those demands. They quickly become employees, consumers, taxpayers and
contributing members of your communities. As a first generation American myself, | urge you all to think
about where your mother and father came from and where their mother and father came from.
Somebody made them feel welcome when they came and on behalf of my clients, | would like to thank
what Nashua does to make them feel welcome and urge you to adopt the original resolution.

Owise, 46 Whitney Street

| am still learning English and | am a refuge and | came here three months ago. | would like to thank
America and the American people for having us and giving us an opportunity to live as a human again
and | would like to support this resolution and thank everyone for giving me the chance to speak here.
Thank you very much.

Mr. Mohammad Mustak, 12 East Pearl Street, Apt. 3

Thank you for giving me this opportunity. | am originally from Birma. | am here as a refugee and I’ve
been living in Nashua for almost 4 % years. | would like to thank you on behalf of my community. We
have here around 85 in my community. We thank you for hosting us here. We also support the
resolution.

Mr. Mohammad Nurkarian, 33 % Amherst Street

My family and | have lived in Nashua for about 1 % years. | also support the Mayor’s resolution as a
Welcoming City, not to mention that | am also a student from Nashua High School North. Nashua is a
peaceful city with harmony. We immigrated here as refugees; my parents were born in Myanmar and me
and my little brother were in Malaysia. We were raised in Malaysia and stayed there for a long time so
we had an opportunity to come to America and find a peaceful place to live and that’s why we decided to
stay in Nashua. Also, thank you so much to the mayor, president and government for letting us stay in
Nashua.